Termination on Change in Control. Except as otherwise determined by the Board, but subject to Section 3 of this Agreement, 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. (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:
(i) The sum of twelve months (12) months of the Executive’s annual Base Salary under Section 6(a) hereof as in effect on the date the Term of Employment ends,
(ii) any incentive compensation earned but not yet paid, and
(iii) any expenses incurred under this Agreement but not yet reimbursed.
(b) The payment to which Executive is entitled pursuant to this Agreement shall be paid in a single installment within forty-five (45) days of his termination with no percent value or other discount or, at Executive’s option, on a deferred basis with no premium.
(c) During the twelve months (12) month period commencing on the date his Term of Employment ends under this Agreement, Executive (and, where applicable, his dependents) shall be entitled to continue participation in the group health insurance plans maintained by the Bank the Consolidated Omnibus Budget Reconciliation Act of 1986 under “COBRA”, or health insurance programs with Bank contributing it’s portion of cost of premium to executive as if he were still an employee of the Bank. Where applicable, Executive’s salary for purposes of such plans shall be deemed to be equal to his annual Base Salary in effect immediately prior to his termination. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under this Section 4.2 shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) shall commence when coverage under this Section 4.2 terminates.
(d) Except as provided in this Agreement or required by law, all of Executive’s employee benefits and compensation shall cease on the last day on which he performs services as an employee of the Bank.
(e) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Agreement) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
(f) Notwithstanding any other provision of this Agreement, the Bank shall not be req...
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. 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. 4.1 If there is a Change in Control and within the Term:
4.1.1 the Company terminates your employment without Cause; or
4.1.2 you terminate your employment for Good Reason, the Company shall, subject to clause 4.7 below,
(a) pay the Agreed Sum to you within one month following Termination;
(b) provide you with outplacement services suitable to your position for a period of two years (or if earlier, until the first acceptance by you of an offer of employment) in an aggregate amount not exceeding an equivalent of US$ 50,000 (the “Outplacement Sum”);
(c) provide you with the Benefits for the twenty-four month period immediately following Termination;
(d) pay you the Incentive Compensation within one-month following Termination; and
(e) pay you any Legal Fees within five business days after delivery of your written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. The Agreed Sum, the Outplacement Sum, the Benefits, the Incentive Compensation and the Legal Fees shall together be defined as the “Termination Compensation”.
4.2 For purposes of this Agreement, your employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by you with Good Reason if:
4.2.1 your employment is terminated by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control;
4.2.2 you terminate your employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person; or
4.2.3 your employment is terminated by the Company without Cause or by you for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). For purposes of any determination regarding the applicability of this clause, any position taken by you shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that such position is not correct.
4.3 For the avoidance of doubt, no Termination Compensation shall be payable in the event of: (i) your dea...
Termination on Change in Control. If, within six months following a ----------------------------------- Change in Control (as defined below), the Company terminates the employment of the Executive without Cause, or the Executive terminates his employment with the Company for Good Reason (as defined below), then the Executive shall be entitled to be paid all amounts specified in Section 4.3 and, in addition, all unvested stock options granted to the Executive shall become immediately exercisable by the Executive and shall remain exercisable for a period of 90 days thereafter, at which time all unexercised stock options granted to the Executive hereunder shall expire.
(i) For purposes of this Section 4.4, "Change in Control" shall mean any ----------------- circumstances in which any person or group which does not include Xxxx X. Xxxxxxx, Newcastle Partners L.P. or any of their respective affiliates becomes the beneficial owner of securities representing more than 50% of the combined voting power of the Company's outstanding securities entitled to vote on the election of directors (for which purpose the terms "person," "group" and "beneficial owner" have the same meaning as used in Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder, and the term "affiliate" has the same meaning as defined in Rule 405 promulgated under the Securities Act of 1933).
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:
(a) The date that any "person" (as that term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding securities; or
(b) The date of any annual or special meeting of stockholders at which a majority of the directors then elected are not individuals nominated by the Company's then incumbent Board of Directors; or
(c) The date of approval by the stockholders of the Company of a plan of merger or consolidation of the Company in which such stockholders will not hold at least seventy-five percent (75%) of the combined voting power of the resulting entity immediately following such merger or consolidation, or the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale of substantially all of the Company's assets.
Termination on Change in Control. Sections 3.1 and 3.2 shall terminate in the event of a Change in Control.
