Payment on Change of Control. In the event that a Change of Control of the Company occurs while this Note remains outstanding, upon the written consent of the Majority Holders, the Company shall pay to the Holder at the closing of such Change of Control a cash amount equal to three (3) times the outstanding principal amount of such Note, together with all interest accrued thereon. A “Change of Control” means: (i) a merger or consolidation of the Company (or of a subsidiary of the Company) in which outstanding shares of the Company (or of a subsidiary of the Company) are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary and after which the Company’s stockholders own less than 50% of the voting stock of the surviving company (other than a bona fide equity financing or a mere reincorporation transaction), (ii) a sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, (iii) a transfer of more than 50% of the Company’s voting securities to any person or group of persons or (iv) any Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, as amended from time to time. For the avoidance of doubt, if this Note is converted pursuant to Section 2(b), Holder shall not be entitled to any payment pursuant to this Section 3.
Payment on Change of Control. If prior to the Maturity Date, there is a Change of Control and the Note has not previously been converted, a Holder may elect to have the Note together with any accrued interest repaid in full at that time in cash plus an additional ten percent (10%) on the Principal Amount of the Note.
Payment on Change of Control. In the event of a Change of Control, the Aggregate Payout shall be disbursed in cash to each Executive in such proportions as they may be allocated in accordance with Section 5.1 not later than the effective date of such Change of Control.
Payment on Change of Control. Subject to Section 4.06 hereof, the Holder or the Company may elect to redeem the then outstanding Principal Sum, including any accrued and unpaid interest up to and including the date of redemption in cash.
Payment on Change of Control. Upon the occurrence of a Change of Control Transaction (as hereinafter defined), at the option of the Holder upon notice to the Company, the Holder may require the Company to pay the full amount outstanding under this Note. “
Payment on Change of Control. If within two years after a "Change in Control" (as defined in Section 2) the Company, the Bank or any other Person (as defined in Section 2) shall terminate the Executive's employment without "Good Cause" (as defined in Section 2) or Executive shall voluntarily terminate such employment with "Good Reason" (as defined in Section 2), then the Company shall, within 30 days after the termination of Executive's employment (the "Payment Due Date"), make a lump sum cash payment to him equal to two times the Executive's "Salary" (as defined in Section 2). As used herein, "termination of employment" shall mean termination of employment with the Company or the Bank or both. Executive shall, following his termination of employment and for a period of two years continue to participate in any benefit plans of the Company or the Bank which provide health (including medical and dental), life, or disability insurance, or similar coverage to the extent permitted by law and the applicable benefit plan; provided that such coverage shall not be furnished if Executive waives coverage by giving written notice of waiver to the Company. The Company agrees that (i) Executive shall not be required to mitigate his damages by seeking other employment or otherwise, and (ii) the Company's obligations under this Section 1 shall not be reduced in any way by reason of any compensation received by Executive from sources other than the Company after the termination of Executive's employment. It is intended that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed an "Excess Parachute Payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or its successors. It is agreed that the present value of any payments to or for the benefit of Executive in the nature of compensation, as determined by the certified public accountants of the Company in accordance with Section 280G(d)(4) of the Code, the receipt of which is contingent on the Change of Control of the Company, and to which Section 280(G) of the Code applies (in the aggregate "Total Payments"), shall not exceed an amount equal to one dollar less than the maximum amount which the Company may pay without loss of deduction under Section 280G(a) of the Code.
Payment on Change of Control. All outstanding principal and accrued interest shall be immediately due and payable upon a Change of Control of the Company. For purposes of this this Note, the term “Change of Control” means (i) the sale, transfer or other disposition of all or substantially all of the Company's assets and business; or (ii) the sale, transfer or other disposition of outstanding securities of the Company representing at least Fifty Percent (50%) of the voting power of the Company; or (iii) a merger or consolidation of the Company with or into another entity, such as another limited liability or corporation, except a merger or consolidation in which the owners of the Company's equity securities immediately before such merger or consolidation continue to own securities representing more than Fifty Percent (50%) of the voting power of the Company or the surviving or acquiring entity; or (iv) the liquidation, dissolution or winding up of the Company. It does not mean a change in the corporate form of the Company, e.g., a change from a limited liability company to a corporation, or a change in the jurisdiction of the Company's organization.
Payment on Change of Control. Upon a Change of Control the Executive shall be entitled to his Accrued Benefit payable in a lump sum assuming the Executive had retired the day before with a 100% Non-Forfeitable Benefit computed as if the Executive had continued working until age 65 with a 5% increase in base salary and bonus in each calendar year until the attainment of age 65.
Payment on Change of Control
