Qualified Change of Control Sample Clauses

Qualified Change of Control. (i) If (I) Executive is terminated by the Company without Cause or Executive resigns for Good Reason during the period commencing on a Qualified Change of Control and ending on the second (2nd) anniversary of the Qualified Change of Control (such two (2) year period being the "PROTECTION PERIOD" hereunder) or (II) Executive reasonably demonstrates that such termination of employment (or event constituting Good Reason) prior to a Qualified Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Qualified Change of Control and a Qualified Change of Control actually occurs (each a "QUALIFYING TERMINATION"), then Executive shall be entitled to receive:
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Qualified Change of Control. (a) Prior to a Qualified Change of Control, the vesting of the Options shall accelerate so that no less than fifty percent (50%) of the Options are vested (which, for the avoidance of doubt, includes Options that may have already vested as of such date).
Sample 1Sample 2Sample 3See All (5)
Qualified Change of Control. For purposes of this Article 3, a --------------------------- "Qualified Change of Control" shall mean the occurrence of any of the following: (i) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any Person other than Wellspring (as defined in Section 3.6), becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the equity of the Company; or (ii) the Company consolidates with or merges into another Person or any Person consolidates with, or mergers into, the Company, in any such event pursuant to a transaction in which the outstanding Common Stock of the Company is changed into or exchanged for cash, securities or other property, other than any such transaction where the holders of the Common Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting stock of the surviving or resulting Person immediately after such transaction; provided, however, that no Qualified Change of Control shall be deemed to have occurred pursuant to the immediately preceding clause (i) if such transaction resulted from the sale of Common Stock of the Company to a Person or Persons acting as underwriters in connection with a firm commitment underwriting; and provided, further, that no Qualified Change of Control shall be deemed to have occurred pursuant to the immediately preceding clauses (i) or (ii) unless, as a result of such transaction Wellspring shall have realized a return on its initial investment in the Company pursuant to the Plan of 8% of more, on an annualized basis, based on its initial purchase price per share of $10.00. Not later than 15 days following the occurrence of any event specified in the preceding clauses (i) or (ii), the Company's Board of Directors shall determine whether or not such event (a "Triggering Event") resulted in a Qualified Change of Control and such determination shall be final and binding absent manifest error. The determination of whether or not Wellspring has realized an 8% annualized return on its initial $10.00 per share investment shall be based upon the appreciation in the Fair Market Value (as defined in Section 3.5) of the Common Stock from the Effective Date (as defined in the Plan) until the date that the Triggering Event is publicly a...
Sample 1
Qualified Change of Control. The Investor and its Affiliates may vote, or execute a written consent, with respect to all of the voting securities of the Company as to which it and such Affiliates are entitled to vote or execute a written consent, as they may determine in their sole and absolute discretion, with respect to any transaction, the consummation of which would result in a Qualified Change of Control.
Sample 1
Qualified Change of Control. In the event of a Qualified Change of Control involving MeiraGTx, Xxxxxxx shall have the right to terminate [***], by providing MeiraGTx with written notice at least [***] after the announcement of such Qualified Change of Control, with such termination to be effective within [***] of such notice; provided that all other obligations under this Agreement, including under Section 4.1 and Article 10, shall remain in full force and effect. For clarity, upon Xxxxxxx’x termination notice to MeiraGTx in accordance with the preceding sentence, (i) all Committees shall be disbanded and Xxxxxxx shall have sole and exclusive control with respect to any activities previously conducted pursuant to this Agreement and (ii) Xxxxxxx shall not have any further obligations to share any information, updates or reports with MeiraGTx with respect to any activities previously conducted pursuant to this Agreement, except with respect to Section 10.6, Section 10.7, Section 10.8, Section 10.9, Section 10.11 (including Sales & Royalty Reports) and any other applicable payment obligations. In the event that Xxxxxxx elects to not exercise its rights under this Section 4.6(e), the terms of Section 4.6(d) shall apply.
Sample 1

Related to Qualified Change of Control

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Change of Control There occurs any Change of Control; or

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Change of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent;

  • Change of Control Event (a) If a Change of Control Event occurs, each Holder will have the right to require the Issuer to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer shall offer to purchase such Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and additional amounts, if any, on the Notes repurchased, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

  • Termination for Change of Control At Sharp’s option, Sharp may terminate her employment within 90 days following a “Change of Control” which occurs during the term of this Agreement. For purposes of this Agreement, “Change of Control” shall mean any of the following: (i) Texas Petrochemicals, Inc., a Delaware corporation (“TPI”) is dissolved or is liquidated; (ii) TPI sells, leases or exchanges all or substantially all of its assets to any other person or entity; or (iii) any “person” (as that term is used in Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than one or more of the persons who hold, beneficially and of record, shares of voting stock of TPI on January 8, 2007 (the “Permitted Holders”), is or becomes a beneficial owner (as defined in Rule 13c-3 and 13c-5 under the Securities Exchange Act of 1934, as amended, except that a person will be deemed to be a “beneficial owner” of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the then outstanding shares of Voting Stock of TPI, provided that the Permitted Holders beneficially own, directly or indirectly, in the aggregate a lesser percentage of the total voting power of the then outstanding shares of Voting Stock of TPI than such other person. Under such circumstances, Sharp shall be entitled to the severance benefits set forth in Section 4(d) and any benefits granted her in the Company’s Equity Plan.

  • Offer to Purchase Upon Change of Control Triggering Event Any Securities of any series that require that the Issuer make an offer to purchase upon a Change of Control Triggering Event shall be purchased by the Issuer in accordance with their terms and (except as otherwise established as contemplated by Section 301 for the Securities of such series) in accordance with this Section 1009. Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has previously exercised its right to redeem the Securities in accordance with their respective terms, each Holder of Securities of such series will have the right to require the Issuer to purchase all or a portion of such Holder’s Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of Holders of the Securities on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Issuer’s option, prior to any Change of Control, but after the public announcement of the pending Change of Control, the Issuer shall send, by first class mail, a notice to each Holder of Securities of such series, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall describe the transaction or transactions that constitute the Change of Control and shall state:

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

Time is Money Join Law Insider Premium to draft better contracts faster.