RESULT OF CHANGE OF CONTROL Sample Clauses

RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer's stockholders, in the event of a Change of Control (as that term is defined in SECTION 4(B)(VI) of this Agreement), then (i) Employee shall earn a minimum bonus of $50,000, which shall be paid in one lump sum payment within ten business days from the effective date of the Change of Control, and (ii) any options that were granted to Employee on April 22, 1999 that remain unvested as of the effective date of the Change of Control shall become fully vested and exercisable as of such effective date. In addition, in the event of the termination of Employee's employment pursuant to SECTION 4(B)(VII) above Employee shall receive the greater of (A) his base salary and benefits for the remaining period of this Agreement or (B) $75,000. Such payments will be payable in one lump-sum amount within 10 days of the event of termination.
Sample 1
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RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer's stockholders, in the event of a Change of Control (as that term is defined in SECTION 4(B)(VI) of this Agreement), then (i) Employee shall earn the Change of Control Bonus, which shall be paid in one lump sum payment within ten business days from the effective date of the Change of Control in the event of a Change of Control, and (ii) any options held by Employee that remain unvested as of the effective date of the Change of Control shall become fully vested and exercisable as of such effective date. For purposes of this Agreement, the "Change of Control Bonus" shall be based on the value of the transaction resulting in the Change of Control and shall be equal to an amount according to the following schedule: Value of Transaction Change of Control Bonus -------------------- ----------------------- Less than or equal to $13,999,999 $25,000 $14,000,000 - $14,999,999 $31,250 $15,000,000 - $15,999,999 $37,500 $16,000,000 - $16,999,999 $43,750 $17,000,000 - $17,999,999 $50,000 $18,000,000 - $18,999,999 $56,250 $19,000,000 or greater $62,500 The Change of Control Bonus shall be payable in cash, securities, or other consideration in the same proportions as paid in the transaction resulting in the Change of Control. In addition, in the event of the termination of Employee's employment pursuant to Section 4(b)(vi) above Employee shall continue to receive his Base Salary during the Severance Period.
Sample 1
RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer's stockholders, in the event of a Change of Control (as that term is defined in SECTION 4(b)(vi) of this Agreement), then (i) Employee shall earn a minimum bonus of $100,000, which shall be paid in one lump sum payment within ten business days from the effective date of the Change of Control in the event of a Change of Control, and (ii) any options held by Employee that remain unvested as of the effective date of the Change of Control shall become fully vested and exercisable as of such effective date. In addition, in the event of the termination of Employee's employment pursuant to SECTION 4(b)(vi) above Employee shall continue to receive his Base Salary and benefits for a one-year period following the date of termination of Employee's employment pursuant to this Agreement. Such Base Salary payments will be payable in one lump-sum amount within 10 days of the event of termination. Should Employee become eligible for benefits in connection with a new employer during the one-year period, Employers obligation for benefits shall cease.
Sample 1
RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer’s stockholders, in the event of a Change of Control (as that term is defined in Section 4(b)(vi) of this Agreement), then (i) Employee shall earn the Change of Control Bonus, which shall be paid in one lump sum payment within ten business days from the effective date of the Change of Control in the event of a Change of Control; and (ii) any options held by Employee that remain unvested as of the effective date of the Change of Control shall become fully vested and exercisable as of such effective date. For purposes of this Agreement, the “Change of ControlBonus” shall be based on the value of the transaction resulting in the Change of Control and, at a minimum, shall be equal to $100,000 plus 1% of the transaction value in excess of $26,000,000. The Change of Control Bonus shall be payable in cash, securities, or other consideration in the same proportions as paid in the transaction resulting in the Change of Control. In addition, in the event of the termination of Employee’s employment pursuant to Section 4(b)(vi) above Employee shall continue to receive his Base Salary during the Severance Period.
Sample 1
RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer’s stockholders, in the event of a Change of Control (as that term is defined in Section 4(b)(vi) of this Agreement), then (i) Employee shall earn the Change in Control Bonus the , which shall be paid in one lump sum payment within ten business days from the effective date of the Change of Control in the event of a Change of Control; and (ii) any options held by Employee that remain unvested as of the effective date of the Change of Control shall become fully vested and exercisable as of such effective date. For purposes of this Agreement, the “Change in Control Bonus” shall be based on the value of the transaction resulting in the Change of Control and, at a minimum, shall be equal to $150,000 plus 1.5% of the transaction value in excess of $26,000,000. In addition, in the event of the termination of Employee’s employment pursuant to Section 4(b)(vi) above Employee shall continue to receive his Base Salary and benefits for a one-year period following the date of termination of Employee’s employment pursuant to this Agreement. Such Base Salary payments will be payable in one lump-sum amount within 10 days of the event of termination. Should Employee become eligible for benefits in connection with a new employer during the one-year period, Employers obligation for benefits shall cease. Finally, Employer shall forgive any balance owed by Employee pursuant to Employer’s funding of Employee’s Group Life Insurance policy.
Sample 1

Related to RESULT OF CHANGE OF CONTROL

  • Effect of Change of Control Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executed.

  • Notice of Change of Control Each occasion that any Change of Control shall occur and such notice shall set forth in reasonable detail the particulars of each such occasion.

  • Effect of Change in Control In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

  • 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.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Definition of Change of Control For purposes of this Agreement, “Change of Control” shall mean:

  • 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. (b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth: (i) the name of the Holder of such Offered Security; (ii) the principal amount of such Offered Security; (iii) the principal amount of such Offered Security to be repurchased; (iv) the certificate number or a description of the tenor and terms of such Offered Security; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date. (c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (d) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased. (e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.

  • Definition of Change in Control For purposes of the Agreement, a “Change in Control” shall mean the occurrence of any one of the following events:

  • Upon a Change of Control Upon a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such Change of Control, the Company or any successor thereto terminates your employment other than for Cause, or you terminate your employment for Good Reason, then, in lieu of any payments to you or on your behalf under Section 5(a) hereof, (A) the Company shall pay to you a lump sum payment equal to the sum of (x) your then-current annual base salary plus (y) your target bonus amount for the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof.

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

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