Rights Upon Change of Control. (a) No sooner than twenty (20) days nor later than ten (10) days prior to the consummation of a Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period commencing on the earlier to occur of (i) any definitive written agreement by the Company, which upon consummation of the transaction contemplated thereby would reasonably be expected to result in a Change of Control, and (ii) the Holder’s receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Required Holders may require the Company to redeem all or any portion of this Note (and a pro rata portion of all of the other Notes) by delivering written notice thereof (“Holders Change of Control Redemption Notice”) to the Company, which Holders Change of Control Redemption Notice shall indicate the Conversion Amount of this Note (and the pro rata portion of all of the other Notes) that the Required Holders are electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(a) shall be redeemed by the Company in cash at a price equal to the Conversion Amount to be redeemed as specified in the Holders Change of Control Redemption Notice (the “Holders Change of Control Redemption Price”).
(b) In addition, at any time during the period commencing on the earlier to occur of (i) any definitive written agreement by the Company, which upon consummation of the transaction contemplated thereby would reasonably be expected to result in a Change of Control, and (ii) the Holder’s receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Company may redeem all or any portion of this Note (and a pro rata portion of all of the other Notes) by delivering written notice thereof (“Company Change of Control Redemption Notice”) to the Holder, which Company Change of Control Redemption Notice shall indicate the Conversion Amount of this Note (and the pro rata portion of all of the other Notes) that the Company is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash at a price equal to the Conversion Amount to be redeemed as specified in the Company Change of Control Redemption Notice (the “Company Change of Control...
Rights Upon Change of Control. Upon a Change of Control of T-NETIX, and upon Employee's Voluntary Resignation during the term of this Agreement and following the Change of Control, Employee shall be entitled to a Change of Control payment equal to twelve months of salary at his then effective salary rate payable in accordance with the customary payroll practices of T-NETIX for compensation of its executives. During such time period T-NETIX shall also continue Employee's participation in all T-NETIX Benefit Plans. Such payments and benefits are to be in lieu of and not in addition to any payments or benefits otherwise to be paid or disbursed over the unexpired term of this Agreement. Further, upon a Change of Control and Employee's termination for any reason other than For Cause, death, permanent disability or retirement, any stock options previously granted to Employee which, by their terms, did not fully vest upon such Change of Control, shall be fully vested.
Rights Upon Change of Control. Upon a Change of Control of T-NETIX, and upon Employee's Voluntary Resignation during the term of this Agreement and following the Change of Control, Employee shall be entitled to a Change of Control payment equal to eighteen months of salary at his then effective salary rate payable in accordance with the customary payroll practices of T-NETIX for compensation of its executives. During such time period T-NETIX shall also continue Employee's participation in all T-NETIX Benefit Plans. Such payments and benefits are to be in lieu of and not in addition to any payments or benefits otherwise to be paid or disbursed over the unexpired term of this Agreement.
Rights Upon Change of Control. Upon a Change of Control, and before any subsequent resignation by Employee, Employee is required to negotiate in good faith with the new controlling party for continued employment. If, following Employee’s good faith negotiations with the new controlling party, no agreement satisfactory to both parties can be reached, and Employee shall then resign, Employee shall be entitled to a Change of Control payment equal to twelve months of salary at his then effective salary rate, payable in installments in accordance with the customary payroll practices of ADT for compensation of its executives, subject to the Employee signing a general release of any claims against ADT, known or unknown. For purposes of the foregoing sentence, a change of control shall not include a change of control resulting from the investment of outside capital in the amount of $3.5 million following the Effective Date. Such payments and benefits are to be in lieu of and not in addition to any payments or benefits otherwise to be paid or disbursed over the un-expired term of this Agreement. Further, upon Employee’s termination for any reason other than For Cause, death, permanent disability or retirement following a Change of Control, any stock options previously granted to Employee that, by their terms, did not fully vest upon such Change of Control, shall be fully vested.
Rights Upon Change of Control. Upon a Change of Control, Employee shall have the option in his sole discretion to negotiate the terms of an employment agreement with the new controlling party or resign. If Employee resigns, then Employee shall be entitled to a Change of Control payment equal to the lesser of twelve months of salary at his then effective salary rate or the remaining compensation due to him for the remaining term of the Agreement, payable in one lump sum, in accordance with the customary payroll practices of AMT for compensation of its executives, subject to the Employee’s signing a general release of any claims against AMT, known or unknown. Such payments and benefits are to be in lieu of and not in addition to any payments or benefits otherwise to be paid or disbursed over the un-expired term of this Agreement. Further, any stock options previously granted to Employee shall be fully vested.
Rights Upon Change of Control. (a) If a Change of Control shall occur, Employee shall be entitled to a severance/separation payments, in an amount equal to the amount of the salary at the current rate payable in equal bi-weekly installments for a 12 month period upon Employee's Voluntary Resignation following a Change of Control.
(b) The severance/separation payment payable to Employee under part (a) above shall not exceed the maximum payment which, after taking into account all other compensation and benefits which may be payable to Employee, is permitted to be deducted as compensation expense by T-NETIX and to be received by the Employee without liability for the assessment of an excise tax on such payment under the applicable provisions of the Internal Revenue Code. In the event of any disagreement between the parties regarding the determination of the amount under clause (i) or (ii) above (a "Section 7(b) Dispute"), the matter shall be resolved by arbitration as provided in Section 14.
Rights Upon Change of Control. (a) If a Change of Control shall occur, Employee shall be entitled to a severance payment, in an amount equal to the amount of salary at his then current rate Employee equal monthly installments through the second anniversary of the Effective Date upon Employee's Voluntary Resignation during the term of this Agreement and following the Change of Control..
(b) The severance payment payable to Employee under part (a) above shall not exceed the maximum payment which, after taking into account all other compensation and benefits which may be payable to Employee, is permitted to be deducted as compensation expense by T-NETIX and to be received by the Employee without liability for the assessment of an excise tax on such payment under the applicable provisions of the Internal Revenue Code. In the event of any disagreement between the parties regarding the determination of the amount under clause (i) or (ii) above (a "Section 7(b) Dispute"), the matter shall be resolved by arbitration as provided in Section 14.
(c) If a Change of Control shall occur and Employee's employment is terminated for any reason other than For Cause, death, permanent disability, or retirement, Employee shall have immediate vesting of all options granted to Employee and full vesting in all other employee benefit plans and compensation plans.
Rights Upon Change of Control. (a) If a Change of Control shall occur, Employee shall be entitled to a severance payment, in an amount equal to the amount of salary at his then current rate Employee would have been paid through the third anniversary of the Effective Date had this Agreement not been terminated in equal monthly installments through the third anniversary of the Effective Date upon any termination (including Voluntary Resignation) of his employment during the term of this Agreement and following the Change of Control, other than Termination For Cause, death, permanent disability, or retirement.
(b) The severance payment payable to Employee under part (a) above shall not exceed the maximum payment which, after taking into account all other compensation and benefits which may be payable to Employee, is permitted to be deducted as compensation expense by T-NETIX and to be received by the Employee without liability for the assessment of an excise tax on such payment under the applicable provisions of the Internal Revenue Code. In the event of any disagreement between the parties regarding the determination of the amount under clause (i) or (ii) above (a "Section 7(b) Dispute"), the matter shall be resolved by arbitration as provided in Section 16.
(c) If a Change of Control shall occur and Employee's employment is terminated for any reason other than For Cause, death, permanent disability, or retirement, (i) Employee shall have immediate vesting of all options granted to Employee and full vesting in all other employee benefit plans and compensation plans., and (ii) Employee shall have the right to "put" all or any portion of vested options to T-NETIX for the difference between the option exercise price and the higher of (W) the market price of T-NETIX's stock (if such stock is publicly traded) at the date of the "put" or (X) the aggregate consideration per share received by T-NETIX or its stockholders for T-NETIX's common stock in the transaction which resulted in a Change of Control. Employee's right to "put" vested options to T-NETIX shall exist for the period ending thirty days from the date of the Change of Control.
(d) Notwithstanding any other provision of this Section 7, if following a Change of Control, (i) the person acquiring control of T-NETIX (the "Corporate Successor") assumes T-NETIX's obligations under this Agreement and is not in default hereunder for a period equal to the lesser of two years following the Change of Control or the remaining term of this Agreemen...
Rights Upon Change of Control. Prior to the Initial Public Offering, upon the occurrence of any Change of Control of TH, PCLN SUB may elect to require TH and all Permitted Transferees of TH to Transfer to PCLN SUB all Shares and other securities convertible into, or exercisable or exchangeable for, Shares owned or held, whether directly or indirectly, by TH and such Permitted Transferees in exchange, at the option of PCLN SUB, for cash or common stock of Priceline equal in value to the Default Value of such Shares as of the date of such Change of Control. The number of shares of common stock of Priceline to be issued will be equal to (i) such aggregate Default Value of such Shares divided by (ii) the Priceline Market Price. Upon the occurrence of any Change of Control of PCLN SUB, TH may elect to require PCLN SUB and all Permitted Transferees of PCLN SUB to transfer to TH all Shares and other securities convertible into, or exercisable or exchangeable for, Shares owned or held, whether directly or indirectly, by PCLN SUB and such Permitted Transferee in exchange for cash equal in value to the Default Value of such Shares as of the date of such Change of Control. Not less than ten (10) Business Days prior to the occurrence of a Change of Control, TH or PCLN SUB (as the case may be) shall notify PCLN SUB or TH and the Company of such occurrence (the “Change of Control Notice”).
Rights Upon Change of Control
