No Change of Control. The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.
No Change of Control. If Executive’s employment is terminated by the Company pursuant to Section 3.1(a), above, or by Executive pursuant to Section 3.1(c), above, and such termination does not occur three (3) months prior to or within one (1) year after the occurrence of a Change of Control (defined below), Executive shall have no further rights against the Company hereunder, except for the right to receive (A) Accrued Benefits; (B) a Severance Payment (defined below); (C) the Pro Rata Bonus (defined below); provided, however, that the Pro Rata Bonus payment shall be made at the same time as any such bonuses are paid to other similarly situated executives of the Company; (D) outplacement services from an outplacement service company of the Company’s choosing at a cost not to exceed Twenty Thousand Dollars ($20,000.00), payable directly to such outplacement service company (“Outplacement Services”); and (E) Health Insurance Continuation (defined below). For purposes of this Section 3.2(d)(i), “Severance Payment” means an amount equal to the sum of:
No Change of Control. Guarantor shall not, without the prior consent of Purchaser, permit a Change of Control to occur.
No Change of Control. The Corporation shall use diligent efforts in good faith to obtain all necessary irrevocable waivers and make all appropriate determinations so that the issuance of the Purchased Shares to the Purchaser together with the consummation of the remainder of the Offering, will not trigger a “change of control” or other similar provision in any of the agreements to which the Corporation or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.
No Change of Control. No Change of Control has occurred other than with the prior written consent of the Administrative Agent.
No Change of Control. If no Change of Control has occurred, and the Executive's employment with the Company is terminated during the Employment Period either (i) by the Company for any reason other than death, Total Disability or Cause, or (ii) by the Executive within six (6) calendar months of a Constructive Discharge, the Company shall pay the Executive, in one lump sum payment within sixty (60) days following the date of termination of employment as defined in Section 6 below, an amount equal to one (1) times the Executive's annual base salary in effect on the date immediately preceding the date of termination, or preceding the date of a Constructive Discharge attributable to a base salary reduction if applicable.
No Change of Control.
(a) Except as provided in this Section 16.6(b), the Supplier shall not permit or allow a change of Control of the Supplier, except with the prior written consent of the Buyer, which consent may not be unreasonably withheld. It shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Buyer acting reasonably, a Material Adverse Effect on the Supplier’s ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Buyer.
(b) The restriction on change of Control in Sections 16.6(a) and 16.7(a)(ii), and the restriction on transfer of Economic Interest in the Supplier in Section 16.7(a)(iii) shall not apply to a change of Control or a transfer of Economic Interest in the Supplier where:
(i) the Person that is the direct subject of the transaction giving rise to the change of Control of the Supplier or transfer of Economic Interest in the Supplier is not a Special Purpose Entity; or
(ii) each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control provided that, in either case, the Supplier provides the Buyer, within ten (10) Business Days following such change of Control or transfer of Economic Interest, with notice of such change of Control or transfer of Economic Interest and such additional information as the Buyer may reasonably require regarding the names of the Persons who Control or hold Economic Interests in the Supplier, following such transaction(s). For greater certainty, and the purposes of Sections 16.6(a) and 16.7(a)(ii), a change of Control shall include a change from no Person having Control of the Supplier to any Person having Control of the Supplier, as well as a change from any Person having Control of the Supplier to no Person having Control of the Supplier.
No Change of Control. The Holder has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act.
No Change of Control. Purchaser agrees that it will not purchase Securities or acquire shares of common stock of the Company, including currently exercisable rights to acquire such stock if that will cause Purchaser, or any group of which Purchaser is a part, have beneficial ownership of more than 19.9% of the number of shares of common stock of the Company outstanding as of the date of this Agreement. For purposes of this section 4.16, the existence of a “group” and “beneficial ownership” shall be determined in accordance with the provisions of SEC Rule 13d-3 and Rule 13d-5.
No Change of Control. Except as provided in Section 9(d)(ii) hereof, during the six-month period commencing on the Date of Termination (the “Initial Period”), the Company shall pay the Executive an aggregate amount equal to Executive’s Base Salary, payable in equal installments on the Company’s regular salary payment dates, and any other amounts that would have been payable to or on behalf of the Executive under Section 5(c) hereof (the “Severance Payments”). In addition, the Company shall have the option, by delivering written notice to the Executive in accordance with Section 11 hereof within 90 days after the Date of Termination, to extend the severance period to the first anniversary of the Date of Termination (the “Extended Period”). During the Extended Period, the Company will continue to make Severance Payments at the same annual rate to the Executive. Notwithstanding the foregoing and without in any way modifying the provisions of Sections 7 and 10 hereof, from and after the first date that Executive becomes employed with another Person or provides services as a consultant or other self-employed individual, the Company, at its option, may eliminate or otherwise reduce the amount of Severance Payments otherwise required to be made pursuant to this Section 9(d)(i) to the extent of the compensation and benefits received by the Executive from such other employment or self-employment; or
