TERMINATION ON CHANGE OF CONTROL OR DIVESTITURE Sample Clauses

TERMINATION ON CHANGE OF CONTROL OR DIVESTITURE. (a) In the event that TPA enters into a definitive agreement with respect to a change of Control or a divestiture of all or substantially all of its assets that results in Control being acquired by an entity engaged directly or indirectly, as a significant part of its business, in the life insurance business, TPA shall promptly notify the Customers of such change in Control, and any Customer may elect, upon prompt notice to TPA, to terminate this Agreement without payment of Termination Charges by providing notice to TPA sixty (60) days prior to such termination. A termination under this Section 16.6(a) shall not be termination for cause.
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TERMINATION ON CHANGE OF CONTROL OR DIVESTITURE a. In the event that ADMINISTRATOR or SDI undergoes a direct or indirect change of Control (a) to any entity deemed by COMMONWEALTH in its reasonable discretion to be a direct competitor of the insurance business and operations of COMMONWEALTH or any Affiliate of COMMONWEALTH or with which an Affiliate of COMMONWEALTH is at such time engaged in a material dispute, other than a change of Control to an Affiliate of ADMINISTRATOR or SDI not resulting in a change in ultimate Control of ADMINISTRATOR, or (b) that results, in the reasonable discretion of COMMONWEALTH, in a material increase in credit or performance risk for COMMONWEALTH, COMMONWEALTH may elect to terminate the applicable Agreement by giving notice within thirty (30) days of its becoming aware of such change 33 <PAGE> of Control. Such termination shall be effective as of the date specified in such notice, which date shall be no later than the date that the then-current initial or renewal term would otherwise end. b. In the event that COMMONWEALTH undergoes a direct or indirect change of Control (a) to any entity deemed by the ADMINISTRATOR in its reasonable discretion to be a direct or indirect competitor of the third party administration business and operations of ADMINISTRATOR, other than a change of Control to an Affiliate of COMMONWEALTH not resulting in a change in ultimate Control of COMMONWEALTH, or (b) that results, in the reasonable discretion of ADMINISTRATOR, in a material increase in credit or regulatory-compliance risk for ADMINISTRATOR or SDI, ADMINISTRATOR may elect to terminate the applicable Agreement by giving notice within thirty (30) days of its becoming aware of such change of Control. Such termination shall be effective as of the date specified in such notice, which date shall be no later than the date that the then-current initial or renewal term would otherwise end; provided that in no event may ADMINISTRATOR's notice of termination be effective less than seven (7) Business Days after COMMONWEALTH's receipt of such notice. 7.8
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TERMINATION ON CHANGE OF CONTROL OR DIVESTITURE a. In the event that ADMINISTRATOR or SDI undergoes a direct or indirect change of Control (a) to any entity deemed by COMMONWEALTH in its reasonable discretion to be a direct competitor of the insurance business and operations of COMMONWEALTH or any Affiliate of COMMONWEALTH or with which an Affiliate of COMMONWEALTH is at such time engaged in a material dispute, other than a change of Control to an Affiliate of ADMINISTRATOR or SDI not resulting in a change in ultimate Control of ADMINISTRATOR, or (b) that results, in the reasonable discretion of COMMONWEALTH, in a material increase in credit or performance risk for COMMONWEALTH, COMMONWEALTH may elect to terminate the applicable Agreement by giving notice within thirty (30) days of its becoming aware of such change of Control. Such termination shall be effective as of the date specified in such notice, which date shall be no later than the date that the then-current initial or renewal term would otherwise end.
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TERMINATION ON CHANGE OF CONTROL OR DIVESTITURE a. In the event that ADMINISTRATOR or SDI undergoes a direct or indirect change of Control (a) to any entity deemed by the GS GROUP in its reasonable discretion to be a direct competitor of the insurance business and operations of any Affiliate of GS GROUP or with which an Affiliate of GS GROUP is at such time engaged in a material dispute, other than a change of Control to an Affiliate of ADMINISTRATOR or SDI not resulting in a change in ultimate Control of ADMINISTRATOR, or (b) that results, in the reasonable discretion of GS GROUP, in a material increase in credit or performance risk for GS GROUP or the CLIENTS, any CLIENT may elect to terminate the applicable Agreement by giving notice within thirty (30) days of its becoming aware of such change of Control. Such termination shall be effective as of the date specified in such notice, which date shall be no later than the date that the then-current initial or renewal term would otherwise end.
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Related to TERMINATION ON CHANGE OF CONTROL OR DIVESTITURE

  • Termination on Change of Control 26.12.1 The Supplier shall notify the Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

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