Prior to a Controlled Company Event Sample Clauses

Prior to a Controlled Company Event. Subject to Section 2.6, and prior to a Controlled Company Event, the Stockholders and the Company shall take all Necessary Action to cause the board of directors of the Company (the “Board”) to be comprised of up to fifteen directors:
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Prior to a Controlled Company Event. Subject to Section 1.5 and any rights of the holders of shares of any class or series of preferred stock of the Company to elect additional members to the board of directors of the Company (the “Board”), and prior to a Controlled Company Event, the Stockholders and the Company shall take all Necessary Action to cause the Board to be comprised of up to thirteen directors:
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Prior to a Controlled Company Event. Notwithstanding anything to the contrary in this Article I, prior to the occurrence of a Controlled Company Event, the number of Oak Hill Nominees that can be designated by Oak Hill pursuant to Section 1.1(a)(i) shall be reduced based on the percentage then held by Oak Hill (together with members of its Principal Investor Group) of the Shares held by Oak Hill (together with members of its Principal Investor Group) as of August 24, 2009 (its “August 2009 Holdings”), as indicated in the following table: Reduction in Number of Oak Hill Nominees able to be designated by Oak Hill pursuant to Percentage of August 2009 Holdings then held Section 1.1(a)(i) 75% or greater None 50% or greater, but less than 75% One 25% or greater, but less than 50% Two 12.5% or greater, but less than 25% Three Less than l2.5% Four Oak Hill shall cause the appropriate number of Oak Hill Nominees to resign as required to comply with this Section 1.5(a), and the directors remaining in office shall decrease the size of the Board to eliminate such vacancies.
Sample 1

Related to Prior to a Controlled Company Event

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • Ownership Event In the reasonable judgment of Party A, on any day, the Share Amount for such day exceeds the Applicable Share Limit for such day (if any applies).

  • Termination Related to a Change in Control The following provisions shall survive the expiration of the Term of this Agreement and the termination of Executive’s employment.

  • Material Event See Section 3(i) hereof.

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Employees; Employee Benefit Plans (a) Section 4.11(a) of the Hxxxxx United Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of ERISA, including multiemployer plans within the meaning of ERISA Section 3(37)), stock purchase, stock option, severance, employment, loan, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise) under which any current or former employee, director or independent contractor of Hxxxxx United or any of its Subsidiaries has any present or future right to benefits and under which Hxxxxx United or any of its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Hxxxxx United Benefit Plans.”

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

  • Change in Control Related Provisions Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said sections (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986 or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to the maximum amount allowable as a deduction by the Bank or Company, as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.

  • Preservation of Employee Benefit Plans 53 10.6 Dividends.......................................................54

  • Termination Other Than a Qualifying Termination If the termination of the Executive’s employment with the Company Group is not a Qualifying Termination, then the Executive will not be entitled to receive severance or other benefits.

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