Termination on Change in Control. Except as otherwise determined by the Board, in the case of a Change in Control, this Option shall terminate on the effective date of such transaction or event, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption of this Option or the substitution for this Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with appropriate adjustment as to the number and kind of shares and the per share exercise price, as provided in Section 13 of this Agreement. In the event of any transaction that will result in such termination, the Company shall give to the Optionee written notice thereof at least ten (10) days prior to the effective date of such transaction. Until such effective date, the Optionee may exercise any portion of this Option that is or becomes vested on or prior to such effective date, but after such effective date the Optionee may not exercise this Option unless it is assumed or substituted by the successor entity (or a parent or subsidiary thereof) as provided above.
Termination on Change in Control. “Change in Control” means a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A and regulations thereunder.
Termination on Change in Control. The Authority may (subject to Clause 14.14) at any time (subject to Clause 14.16) by notice in writing terminate this Framework Agreement where there is a change of control (where “control” has the same meaning as set out in section 1124 of the Corporation Tax Act 2010) in the Supplier, the Parent Company or any Alternative Guarantor. In exercising its right to terminate, the Authority shall take into account whether: the proposed new owner has been convicted of a criminal offence relating to the conduct of its business or profession; the proposed new owner has committed an act of grave misconduct in the course of its business or profession; the proposed new owner has failed to comply with any obligations relating to the payment of any taxes or social security contributions; the proposed new owner has made any serious misrepresentations in the tendering process for any project or matter in which the public sector has or had a significant participation; the proposed new owner has failed to obtain any necessary licences or membership of any relevant body; there are reasonable grounds for the Authority to terminate relating to the financial standing of the new owner, any security concerns arising from the new ownership or issues relating to the ability of the new owner to provide the Services and/or the Ancillary Services; there are any other factors it reasonably believes are appropriate to consider, and such termination shall be deemed to be a termination of this Framework Agreement for material default of the Supplier. For the purposes of Clause 14.13, the following shall be disregarded: any change in beneficial or legal ownership of any shares that are listed on a stock exchange resulting in the relevant shareholding being less than or equal to five per cent (5%) of the total issued share capital; and any transfer of shares or of any interest in shares by a person to its Affiliated Companies where such transfer forms part of a bona fide reorganisation or restructuring. The Supplier shall promptly notify the Authority in writing on each occasion of the occurrence of any change in control as referred to in Clause 14.13. The Authority shall be permitted to exercise its rights pursuant to Clause 14.13: in respect of any particular instance of a change of control, no later than six (6) Months after receipt of a notice by the Supplier pursuant to Clause 14.15; and other than where the Authority has agreed in advance in writing to the particular change of contro...
Termination on Change in Control. (a) If, within one year following a Change of Control, Executive’s employment is terminated under the provisions of this Agreement or as a result of the Bank’s election not to extend this Agreement and the Term of Employment pursuant to this Agreement, Executive shall receive:
Termination on Change in Control. In the event of a change in control of the Company (as hereinafter defined) the Executive may terminate his employment either simply by reason of the change in control or for "Good Reason" (as hereinafter defined) by written notice to the Chairman of the Board of Directors of the Company or to the Chief Executive Officer of an entity which acquires the Company, as the case may be, given within 60 days after the effective date of such change in control or other event giving rise to the Executive's right to terminate this Agreement; provided, however, that if the change in control is a transaction approved by at least 75% of the members of the Board of Directors of the Company the Executive will be obligated to assist diligently in the consummation of the transaction, regardless of whether such assistance amounts to a change in his duties; provided, however, notwithstanding the Executive's election to terminate this Agreement other than pursuant to Section 13(c), the Company or its successor may require that this Agreement remain in effect and the Executive will remain employed for a period of up to 180 days after the effective date of the change in control in order to assist with the transition of his duties to another person or in the transition of the business of the Company and its Subsidiaries to such successor; provided, however, the Executive's duties during such transition period will reasonably relate to the services he performed for the Company prior to such change in control, the Executive's work hours will not be more onerous than his work hours prior to such change in control, and the Executive will be allowed reasonable opportunities to seek other employment, consistent with the requirements for his services in such transition. During any such transition period when the Executive remains employed, the Executive shall be entitled to compensation pursuant to this Agreement based on his annual base salary in effect immediately prior to the change in control and such compensation shall not be applied against the severance pay due under Section 14(a) or Section 14(b), as the case may be.
Termination on Change in Control. In the event of a Change in Control of the Company (as defined below) during period of Executive’s employment and termination without cause by buyer or a voluntary resignation for Good Reason, the Executive shall be entitled to the benefits set forth in Section 6.1 above. For purposes of this Agreement, a “
Termination on Change in Control. Sections 3.1 and 3.2 shall terminate in the event of a Change in Control.
Termination on Change in Control. In the event that Client or its parent holding company enters into a transaction which will result in either (i) the sale of all or substantially all of Client's assets, or (ii) the ownership of more than 50% of the voting capital stock of Client or its parent holding company by persons who do not hold more than 50% the such voting capital stock of Client's parent holding company as of the date hereof, then Client may terminate this Agreement at any time thereafter on thirty (30) days' written notice to Provider.
Termination on Change in Control. Employee's employment under the terms of this Agreement may be terminated immediately, at the option and in the sole discretion of the Company, during the period commencing 30 days prior to and ending 180 days following a "Change in Control" of the Company. For purposes of this Agreement, "Change in Control" of the Company shall be deemed to have occurred upon the earlier of:
Termination on Change in Control. 4.1 If there is a Change in Control and within the Term:
