TRANSFER OF SHARES : CHANGE IN CONTROL Sample Clauses

TRANSFER OF SHARES : CHANGE IN CONTROL. CRL agrees with and undertakes to SCL that it shall at all times indirectly own and control not less than fifty per cent. (50%) of the issued share capital of Wuxi CRM and shall Control, and procure that its subsidiaries who are part of the shareholding structure of Wuxi CRM (the “CRM Shareholders”) Control, Wuxi CRM and further that CRL shall not, and shall procure that each CRM Shareholder shall not, mortgage, charge, pledge or otherwise encumber any of their shares or interests in any company or enter into any agreement or arrangement such as to effectively cede Control over Wuxi CRM, MAT and/or ANST to any third party (other than pursuant to the provisions of this Joint Venture Agreement). If CRL or any CRM Shareholder proposes to Transfer, in a single transaction or a series of related transactions, any of the shares or interest therein held by it (including the beneficial interest thereof) with the consequence that at least fifty per cent. (50%) of the share capital of Wuxi CRM is owned or beneficially owned by a person or persons who were not shareholders or ultimate shareholders of Wuxi CRM as at the date of this Joint Venture Agreement or CRL ceases to have Control over Wuxi CRM, then, unless otherwise waived by the other Shareholders, this shall amount to a default entitling SCL to, inter alia, exercise its Default Put Option and the provisions of Clauses 21.4 to 21.16 shall apply mutatis mutandis.
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TRANSFER OF SHARES : CHANGE IN CONTROL. 19.1 Unless otherwise waived by DLG, if any shareholder of a Shareholder proposes to Transfer, other than a Transfer to a Permitted Transferee, in a single transaction or a series of related transactions, any of the shares held by it in such Shareholder (the “Target Shareholder”) or any beneficial interest therein with the consequence that at least 50% of the share capital of the Target Shareholder is owned or beneficially owned by a person or persons who are not shareholders of the Target Shareholder as at the date of this Agreement, then:
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Related to TRANSFER OF SHARES : CHANGE IN CONTROL

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any Vector Plan or Spinco Plan.

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Rights in Event of Termination of Employment Absent Change in Control (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • Change of Control There occurs any Change of Control; or

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