RESIGNATION AFTER "CHANGE OF CONTROL Sample Clauses

RESIGNATION AFTER "CHANGE OF CONTROL. After the occurrence of any event or events which constitute a "change in control" in the Employer, the Executive shall have the election to voluntarily terminate employment with the Employer and to receive the continuation of Base Salary for a period of 24 months following the effective date of his resignation. Within 45 days of the occurrence of a change in control event, the Executive shall deliver written notice to the Board of Directors of the Employer in which the specific change of control event shall be identified with particularity and in which the Executive shall provide notice of his voluntary resignation from all positions held in the Employer and its subsidiaries and affiliates, the same being effective not less than 30 days from the date of notice and not more than 60 days from the date of notice. The Company may, at its election, waive the waiting time set forth in such notice, in full or in part. The Executive will not independently make any announcement of his election. If the Executive obtains other employment, or commences business as a principal, agent or representative of another business entity while the continuation of his salary is ongoing according the previous paragraph, then the payments made by the Employer will be reduced by the amount of compensation earned or accrued by the Executive in his new business relationship, for the balance of the 24 month period. The Executive shall have a duty to report all such income to the Employer, in order for this section to be administered.
Sample 1
AutoNDA by SimpleDocs
RESIGNATION AFTER "CHANGE OF CONTROL. The employment ----------------------------------- of Cederna hereunder may be terminated by Cederna at any time after a Chxxxx xx Control, upon at least 90 days' xxxxxx to the Company prior to the effective date of such termination, for any reason or no reason; provided, however, that if such resignation follows either (1) a material diminution of Cederna's responsibilities with the Company or (ii) a requirement by the Company that Cederna report to any other person or group other than the Company's Xxxxx xf Directors, then a material breach of this Agreement by the Company shall be deemed to exist and such resignation shall be deemed, for purposes of this Agreement, to be a termination by the Company without Due Cause and shall be governed by paragraph 5(a)(ii).
Sample 1
RESIGNATION AFTER "CHANGE OF CONTROL. After the occurrence of any event or events which constitute a "change in control" in the Employer, the Executive shall have the election to voluntarily terminate employment with the Employer and to receive the continuation of Base Salary for a period of 12 months following the effective date of his resignation. Within 45 days of the occurrence of a change in control event, the Executive shall deliver written notice to the Board of Directors of the Employer in which the specific change of control event shall be identified with particularity and in which the Executive shall provide notice of his voluntary resignation from all positions held in the Employer and its subsidiaries and affiliates, the same being effective not less than 30 days from the date of notice and not more than 60 days from the date of notice. The Employer may, at its election, waive the waiting time set forth in such notice, in full or in part. The Executive will not independently make any announcement of his election.
Sample 1

Related to RESIGNATION AFTER "CHANGE OF CONTROL

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • 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.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!