Termination After a Potential Change in Control You also will receive Severance Benefits under this Agreement if, during the Term of this Agreement and within twelve months after a Potential Change in Control has occurred but before a Change in Control actually occurs, your employment is terminated by the Company without Cause or you resign for Good Reason, but only if either: (i) you are terminated at the direction of a Person who has entered into an agreement with the Company that will result in a Change in Control; or (ii) the event constituting Good Reason occurs at the direction of such Person.
Termination After a Change in Control 1
Termination After a Change of Control by the Company for its Convenience or due to Event of Termination. If, after a Change of Control, the Term of Employment is terminated by the Company for its convenience pursuant to Subsection 3(d) above or as a result of an Event of Termination pursuant to Subsection 3(e) above, the Company shall:
(i) Continue to pay or provide to Executive the amounts and benefits described in Section 2 above until the Termination Date.
(ii) Not later than the fifth (5th) business day following the Termination Date, pay Executive in cash an amount for any accrued and unpaid vacation pay.
(iii) Within five (5) business days after the Termination Date, pay Executive an amount in cash equal to any earned but unpaid compensation under any incentive compensation plan in which Executive participated during the Term of Employment for all fiscal years completed during the Term of Employment.
(iv) Provide any rights or benefits to which Executive may be entitled under COBRA, it being the intent of the parties to this Agreement that any such rights and benefits shall relate to the period of time immediately subsequent to the Twenty-Four Month Benefit Termination Date (as defined in clause (viii) of Subsection 4(c) below); and upon the expiration of any rights or benefits to which Executive is entitled under COBRA, provide to Executive the opportunity to continue to participate in all of the Company's group medical and dental insurance programs for the remainde of his life, provided Executive shall be obligated to pay the entire cost of his participation in any such program.
(v) Provide, in accordance with the terms of any such plan, any rights or benefits to which Executive may be entitled under any tax qualified or non-tax qualified welfare or retirement plan of the Stant Group.
(vi) Within five (5) business days after the Termination Date, pay Executive in cash an amount equal to two (2) times the sum of (a) the Base Salary in effect on the Measurement Date and (b) the maximum amount Executive could have earned for a full fiscal year under any incentive compensation plan in which Executive was participating on the Measurement Date (assuming full achievement of financial and personal targets, whether or not actually achieved or established) with respect to the year in which the Term of Employment ends (such sum being the "Measurement Amount").
(vii) Pay Executive in cash any unpaid compensation under any incentive compensation plan in which Executive participa...
Termination After. Fifteen (15)
Termination After the First Stage Closing and Prior to the Second Stage Closing
(a) This Agreement may be terminated at any time after the First Stage Closing and prior to the Second Stage Closing:
(i) by either the Seller or the Buyer if the Second Stage Closing has not occurred by the date that is the eighteenth (18th) month anniversary of the Exercise Notice Date; provided, however, that the right to terminate this Agreement under this Section 9.5(a)(i) will not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or has resulted in, the failure of the Second Stage Closing to occur by this date, including, in particular, the Buyer’s failure to fulfill its obligations under Section 7.5(b);
(ii) by either the Seller or the Buyer in the event that any Governmental Authority has enacted, issued, enforced or entered into any statute, rule, regulation, injunction or other order, restraining, enjoining or otherwise prohibiting the Second Stage Acquisition that will have become final and nonappealable; provided, however, that the Buyer’s right to terminate this Agreement under this Section 9.5(a)(ii) will not be available to the Buyer if the Buyer has failed to fulfill any of its obligations under Section 7.5(b);
(iii) by the mutual written consent of the Seller and the Buyer;
(iv) by either the Buyer or the Seller in the event that the Exercise Notice Date has not occurred on or prior to 31 July 2011; or
(v) by either the Buyer or the Seller, if an Event of Insolvency occurs with respect to the other party.
(b) In the event of termination of this Agreement under Section 9.5(a) by written notice to the other party, this Agreement will become void and there will be no liability on the part of either party to this Agreement except (i) that Article 6 (to the extent the provisions therein relate to the First Stage Acquisition) and Sections 6.1(g), 9.5(b), 10.2, 10.4, 10.5, 10.8, 10.9 and 10.11 will survive any termination of this Agreement and (ii) to the extent that such termination results from the wilful and material breach by a party of any of its representations and warranties contained in this Agreement, or from the breach by a party of any of its covenants or agreements set forth in this Agreement.
Termination After. [*]. With respect to any PPD Terminated Product for which PPD terminated its interest, pursuant to Section 13.2(c), after the [*], Syrrx shall be entitled [*]. Once Syrrx is no longer entitled [*] pursuant to Section 7.2(b)(ii), the Parties will [*] with respect to such PPD Terminated Product.
Termination After. Execution AFE Approval 1
Termination After. [*]. The Joint Venture may also be terminated after the [*] of the Effective Date upon sixty (60) days' prior written notice by either party in the event that the parties have not [*].
Termination After. [***]. If such termination becomes effective after [***], then:
(1) effective as of such termination, Reneo shall, and it hereby does, grant to vTv [***] license, [***] under Reneo Technology, solely to Develop, Manufacture, have Manufactured, seek Regulatory Approval for, use, sell, offer to sell, import and otherwise Commercialize Compounds and Licensed Products in the Field in the Territory;
(2) if, within [***] days after the effective date of termination, [***]:
(I) Reneo shall, and it hereby does, grant to vTv [***], under Reneo Technology, solely to Develop, Manufacture, have Manufactured, seek Regulatory Approval for, use, sell, offer to sell, import and otherwise Commercialize Compounds and Licensed Products in the Field in the Territory; and
(II) Reneo shall (a) [***] and (b) disclose to vTv [***] all pre-clinical and clinical data, including pharmacology and biology data, in Reneo’s or its applicable controlled Affiliates’ Control with respect to any Compound(s) or Licensed Product(s); and
(3) Subject to Section 7.6(b)(ii), Reneo shall assign to vTv all of Reneo’s and its controlled (within the meaning of Section 1.1) Affiliates’ right, title and interest in any product trademark used solely with and for any Licensed Product(s), along with all associated goodwill, but specifically excluding any corporate trademarks or trade names of Reneo or such controlled Affiliates or any goodwill associated therewith.
Termination After a Change in Control. IN the event that within twelve (12) months following a Change in Control, the Company terminates your employment without Cause (as defined below) or you resign for Good Reason (as defined below) (a Change in Control Termination), (a) the Company will provide you with severance in the amount of twelve (12) months of your then existing base salary, less payroll deductions and all required withholdings, paid either (at the Company’s discretion) in a lump sum or in a regular payments at equal intervals over a period of time not longer than twelve (12) months, and (b) all options held by you shall have their vesting accelerated such that all options are fully vested and exercisable as of the date of the Change of Control Termination (the “Acceleration”). As a precondition of receiving the payments and benefits under this paragraph, you must first sign and allow to become effective a general release of claims in favor of the Company in a form acceptable to the Company. Notwithstanding the foregoing, you shall not be entitled to any of the payments and benefits under this paragraph upon the termination your employment with the company in connection with your becoming an employee of Intevac, Inc. or an Intevac, Inc. Entity and the terms of this Section 1.2 with respect to the termination of your employment with the Company shall apply to your employment with Intevac Inc. or such Intevac Inc. Entity, mutatis mutandis.
