Termination Upon Acquisition Sample Clauses

Termination Upon Acquisition. Either Party may terminate this ---------------------------- Agreement by giving the other Party at least one hundred and twenty (120) days prior written notice following the acquisition by the other Party of a Third Party which makes, has made, uses, offers for sale, and/or sells products which directly compete with the Products. In addition, either Party may terminate this Agreement by giving the other Party at least one hundred and twenty (120) days prior written notice following the acquisition of the other Party by a Third Party which makes, has made, uses, offers for sale, and/or sells products which directly compete with the Products.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Termination Upon Acquisition. If the Company (or substantially all of its assets) should be acquired during the Term or any Additional Term, then this Agreement will terminate upon the effective date of the acquisition.
Sample 1Sample 2
Termination Upon Acquisition. Novellus may terminate this Agreement if Neah undergoes a change of control, including, without limitation, through the sale of all or substantially all of Neah's assets, the sale of fifty percent (50%) of the outstanding voting securities of Neah, or the reorganization, consolidation or merger of Neah where the holders of Neah's securities before the transaction beneficially own less than fifty percent (50%) of the outstanding voting securities of the surviving entity after the transaction, provided that the acquirer is (a) a competitor of Novellus, as reasonably determined by Novellus, or (b) a semiconductor equipment manufacturer.
Sample 1Sample 2
Termination Upon Acquisition. If the Company or a significant portion thereof is sold or merged or undergoes a change of control transaction prior to the Expiration Date, this Agreement shall automatically terminate as of the date of the completion of the transaction at issue. In such an event, the Company shall be obligated to pay Executive any remaining base salary, as specified in Section 3 of this agreement. This payment will be made in a single lump sum, subject to all payroll deductions as required by law. In the event that the company is acquired by Roxio, Inc. this Agreement will automatically terminate once the transaction is approved by the shareholders and the Company shall be obligated to pay Executive his base salary, prorated to the effective date of termination only.
Sample 1
Termination Upon Acquisition. Replace Section 10.1 with the following: If substantially all of the business or assets of Clarx Xxxerial Handling Company is sold to, acquired by or merged into another entity or person and the acquiring or other entity or person elects not to adopt or continue this Agreement, Clarx, xxe acquiring or other entity or person, may terminate this Agreement within one year following such acquisition if
Sample 1
Termination Upon Acquisition. Notwithstanding the foregoing, in the event of an Acquisition Transaction, the Company may cause this Warrant to expire and terminate at the consummation of the Acquisition Transaction (the "Acquisition Closing") provided that it will notify the Registered Holder of the proposed Acquisition Transaction at least 30 days prior to the Closing such that the Registered Holder will be given the opportunity to exercise this Warrant prior to or at the Acquisition Closing (and such exercise may be conditioned upon the occurrence of the Acquisition Closing). The term "Acquisition Transaction" means (a) the sale of all or substantially all of the assets of the Company to any person or entity that, prior to such sale, did not control, was not under common control with, or was not controlled by, the Company, or (b) a merger or consolidation or other reorganization in which the Company is not the surviving entity or becomes owned entirely by another entity, unless at least fifty percent (50%) of the outstanding voting securities of the surviving or parent entity, as the case may be, immediately following such transaction are beneficially held by such persons and entities in the same proportions as such persons and entities beneficially held the outstanding voting securities of the Company immediately prior to such transaction.
Sample 1
Termination Upon Acquisition. If at any time the Executive’s employment by the Bank is terminated or not continued as the result of an acquisition of substantially all of the Bank’s assets or stock (or the stock of the company holding the Bank’s stock), the Bank shall pay Executive an amount equal to two years of the Executive’s then base salary and pay for up to twelve months of job placement services.
Sample 1
AutoNDA by SimpleDocs
Termination Upon Acquisition. If all or substantially all of the assets of Comdata are acquired by another entity which is not an Affiliate of Comdata or a change in control (as defined in the definition of Affiliate) occurs, and the new owner or owners elect not to continue this Agreement, Comdata may, within not more than 120 days after such acquisition, provide written notice of termination to ISSC. In such event, ISSC will provide Comdata termination assistance in accordance with Section 6.7, and Comdata will be obligated to pay the applicable prorated Termination Charge listed in the Supplement.
Sample 1

Related to Termination Upon Acquisition

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • 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 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:

  • Acceleration Upon a Change of Control Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • 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:

  • Action Upon Termination (a) From and after the effective date of termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to Section 13 or Section 15(b), the applicable Termination Fee. Upon such termination, the Manager shall forthwith:

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.