Occurrence of a Change of Control. A Change of Control will be deemed to have occurred on the following dates: (i) with respect to any acquisition referred to in Section 6(e)(i) above, the date on which the acquisition of such percentage shall have been completed; (ii) with respect to a tender or exchange offer, the date the offer referred to in Section 6(e)(ii)(A) above is made public or when documents are filed with the Securities and Exchange Commission in connection therewith pursuant to Section 14(d) of the Exchange Act, or the date of the purchase referenced in Section 6(e)(ii)(B); (iii) with respect to a change in the composition of the Company Board of Directors referred to in Section 6(e)(iii), the date on which such change is adopted or is otherwise effective, whichever first occurs; or (iv) with respect to any stockholder approval referred to in Section 6(e)(iv) or (v), the date of any approval.

Occurrence of a Change of Control. The Company acknowledges that a Change of Control will occur as of the Effective Time for purposes of your Change of Control Agreement. Except as provided in Section 3 below, you agree not to resign for any reason on or prior to the Effective Time.

Occurrence of a Change of Control. Upon the occurrence of an event of Change of Control, the Committee, in its discretion, may act to affect one or more of the following alternatives with respect to this Option: (a) determine a limited period of time for the exercise of the Option in a manner determined by the Committee on or before a specified date (before or after such Change of Control) after which specified date any unexercised portion of the Option and all rights of Optionee shall terminate; (b) require the mandatory surrender to the Company by the Optionee of some or all of the outstanding Option as of a date (irrespective of whether the Option is exercisable), before or after such Change of Control, specified by the Committee, in which event the Committee shall thereupon cancel the Option and the Company shall pay to the Optionee an amount of cash and other consideration, as determined by the Committee in its sole discretion, where the total cash and other consideration paid or delivered per share is equal to the excess, if any, of the Change of Control Value (as defined in the Plan) of the shares subject to the unexercised portion of the Option over the exercise price of the Option; (c) make such adjustments to the Option then outstanding as the Committee deems appropriate to reflect the Change of Control; or (d) provide that upon any exercise of this Option, the Optionee shall be entitled to purchase under such Option, the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Optionee would have been entitled if, immediately prior to the Change of Control, the Optionee had been the holder of record of the number of shares of Stock then covered by the Option. The provisions contained in this Section shall be inapplicable to this Option if granted within six (6) months before the occurrence of a Change of Control, but only if (i) the Optionee is subject to the reporting requirements of Section 16(a) of the 1934 Act and (ii) such provisions (even after preapproval by the Committee or the Board pursuant to Rule 16b-3) would create a matching transaction under Section 16(b) of the 1934 Act with respect to the Optionee. The provisions contained in this Section shall not terminate any rights of the Optionee to further payments pursuant to any other agreement with the Company following a Change of Control.

Occurrence of a Change of Control. In the event of the Executive’s termination of employment by the Company without Cause or by the Executive for Good Reason, in each case, that occurs within the twelve (12) month period commencing on the consummation of a Change of Control, the Company shall, subject to the Executive delivering to the Company a release within 30 days following the termination of this Agreement, substantially in the form attached hereto as Exhibit A (the “Release”), pay to the Executive in a lump sum an amount equal to two times the Executive’s Base Salary as then in effect such payment to be made on the first regular payroll date following the date the Release becomes effective and irrevocable.”

Occurrence of a Change of Control. In the event of a Change of Control or after Republic’s Board of Directors or Republic’s stockholders approve a Change of Control (provided that after such Change of Control or such approval, the Executive’s employment is terminated (i) by the Company without Cause or (ii) by the Executive for Good Reason), the Company shall pay to the Executive as severance compensation two times the Executive’s Base Salary as then in effect. The severance compensation shall be paid in a lump sum by the end of the following month following a qualifying event. “Change of Control” shall mean that after the date hereof, (i) any person or group of affiliated or associated persons acquires a majority or more of the voting power of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the dissolution of the Company or (iv) the consummation of any merger, consolidation, or reorganization involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than majority of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization. Notwithstanding the foregoing, distribution of a majority of the Company’s common stock to Republic’s shareholders or the sale by Republic of more than a majority of the outstanding shares of common stock of the Company to a private equity sponsor shall not for the purposes hereof constitute a Change of Control.

Occurrence of a Change of Control. If there is a Change of Control, as defined in Section 5(d)(i) below, during the Term, the provisions of this Section 5(d) shall apply and shall continue to apply throughout the remainder of Employment Period. Upon a Change of Control the Executive shall immediately become vested in any outstanding options, restricted stock, or other equity incentive award. If after a Change in Control the Executive’s employment is terminated without cause (in accordance with Section 5(a) above) or the Executive shall terminate his employment as the result of one or more of the events identified in Section 5(d)(ii), the Company shall immediately pay to the Executive (or the Executive’s estate, if applicable) the payments described under Section 5(a); provided that the Company’s obligation to make any payment, or to permit any vesting of outstanding options, restricted stock, or other equity incentive award as described above, shall be conditioned upon the Executive’s execution, and non-revocation, of a written release, substantially in the form attached hereto as Exhibit 1. (i) Change of Control shall mean the occurrence of one or more of the following events: (A) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company, in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company, representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or (B) persons who, as of the Effective Date, constituted the Company’s Board of Directors (the “Incumbent Board”) cease for any reason including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board of Directors, provided that any person becoming a director of the Company subsequent to the Effective Date whose election was approved by at least a majority of the directors then comprising the Incumbent Board shall, for purposes of this Section 5(d), be considered a member of the Incumbent Board; or (C) the stockholders of the Company ...

Occurrence of a Change of Control. If the Employee is employed at the time of the occurrence of a Change of Control, then 50% of the vesting of the unvested portion of any stock option or restricted stock granted to the Employee by the Company and then held by the Employee shall automatically be accelerated so as to become immediately vested. This partial acceleration of vesting shall be applied equally to each vesting installment of all then outstanding stock options and restricted stock grants.

Occurrence of a Change of Control. If the Executive is employed at the time of the occurrence of a Change of Control, then 50% of the unvested portion of any stock option or restricted stock granted to the Executive by the Company and then held by the Executive shall automatically be accelerated so as to become immediately vested. This partial acceleration of vesting shall be applied equally to each vesting installment of all then outstanding stock options and restricted stock grants.

Occurrence of a Change of Control

See All (4)

Occurrence of a Change of Control Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses