Payment upon Change of Control. Upon a Change of Control of the Company, Employee shall receive an amount equal to 100% of Employee’s then current Base Salary. Such payment shall be paid in a single lump-sum payment, within forty-five (45) days following the date of the Change of Control.
Payment upon Change of Control. In the event the Purchaser requires the Company to redeem Shares following a Change of Control in accordance with Section 8.1 of the Articles, then, in addition to the redemption price which the Purchaser receives from the Company, the Company shall also pay to the Purchaser 25% of such redemption price.
Payment upon Change of Control. Except as limited by Section 7(l) ------------------------------ below, the Employee shall be entitled to receive a cash payment equal to 2.99 times his or her total compensation for fiscal 1997 (base salary plus any bonus received) on or prior to the closing of a Change of Control (as defined in Section 4(a) below); provided however that such payment shall be reduced as follows if the following circumstances apply: (i) if the payment to the Employee would exceed one percent (1%) of the aggregate value received by the stockholders of the Company in connection with such Change of Control, such payment would be reduced to an amount equal to one percent (1%) of such aggregate value, and (ii) if the aggregate value received by the stockholders of the Company in connection with such Change of Control was equal to or less than $25,000,000, such payment would be reduced to zero.
Payment upon Change of Control. Notwithstanding any other provision of this Agreement to the contrary, in the event of a Change of Control, Employee’s interest in the benefits shall be distributed in a lump sum; provided however, that the amount vested and distributed by reason of this provision shall not exceed the amount which would cause the amount vested and distributed to be considered an “excess parachute payment” under section 280G of the Internal Revenue Code, as amended.
Payment upon Change of Control. Upon a Change of Control of the Company (as hereinafter defined) during the Employment Term, Employee shall receive a payment equal to the Severance Payment described in Section 5.02 above, to be paid in a single lump-sum payment, within 45 days following the date of the Change of Control. In addition, all unvested stock options and restricted stock shall immediately vest upon a Change of Control.
Payment upon Change of Control. If the Company consummates a Change of Control (as defined below) while this Note remains outstanding, the Company shall pay or issue to the Holder the greater of:
Payment upon Change of Control. At any time prior to the one month anniversary of the Executive’s termination, if the Company shall merge, sell a controlling interest, or sell a majority of its assets; or if there is a transaction (or series of transactions) in which the Company’s shareholders sell a majority of outstanding shares of Company capital stock, then the Company shall pay Executive the greater of the remainder of his salary or Two Hundred Fifty Thousand Dollars ($250,000). Further, at the date of any such merger or sale is consummated, all unvested options shall be immediately accelerated and as to any unexercised options to purchases shares in the Company which are held by Executive, the Company shall pay Executive cash in the amount equal to the difference between the consideration paid to the Company on a per share basis less the exercise price of the option, the value of which is multiplied to the number of options which Executive holds.
Payment upon Change of Control. Upon a Change of Control at any time prior to the payment in full of the Maximum Revenue Share Amount to the Investor, the Company shall pay into the Holding Account for further distribution to the Investor, prior to or simultaneously with the closing of such Change in Control, an amount equal to the Maximum Revenue Share Amount less the sum of all previous payments made by the Company to the Investor pursuant to this Agreement (the "Outstanding Debt"). As a direct result of the foregoing, there is no additional economic risk to the Investor associated with a Change of Control.
Payment upon Change of Control. (a) Within three (3) calendar days after agreement between the Applicable Member and INC of the Change of Control Schedule, INC shall pay to the Applicable Member an amount equal to the Change of Control Payment. Such payment shall be made by wire transfer of immediately available funds to a bank account of the Applicable Member or as otherwise designated by such Member to INC.
Payment upon Change of Control. Upon a Change of Control (as defined below) at any time prior to the full payment of the Total Repayment Amount to the Investor, the Company shall pay to the Investor, prior to or simultaneously with the closing of such Change in Control, an amount equal to the Total Repayment Amount less the sum of all previous payments made by the Company to the Investor pursuant to this Agreement. The parties agree that the term “Change of Control” shall mean the earlier to occur of (a) the Company's sale of all or substantially all of its material assets or (b) a merger, consolidation, reorganization or similar business transaction which results in a change in the ownership of more than 50% of the outstanding voting power of the Company. Place and Form of Payment. All amounts payable hereunder shall be paid to the Investor at the address on record with the Company or to the account that Investor has designated to the Company or to the account from which Investor made the investment in the Offering. The Company may use a third-party agent to process any such payments and may share information relating to the Investor with such third party, including personally identifying information and account information. The Company may, directly or indirectly through a third party, transfer payments via automated clearinghouse payment, wire transfer or check at its discretion. Pursuant to the terms of this Agreement, the Company shall make, or cause to be made, continuing annual Revenue Share Payments to the Investor until the Total Repayment Amount is repaid in full.
