Termination Upon Change-in-Control means any one of the following: (i) any termination of the employment of the Employee by the Company without Cause within one (1) year after the occurrence of any Change in Control; (ii) any termination of the employment of the Employee by the Company without Cause during the period commencing thirty (30) days prior to the date of the Company's first public announcement that the Company has entered into a definitive agreement to effect a Change in Control (even though still subject to approval by the Company's stockholders and other conditions and contingencies) and ending on the date of the Change in Control; or (iii) any resignation by the Employee from all capacities in which the Employee is then rendering service to the Company within a reasonable period of time following the event constituting Constructive Termination (with the termination of employment following death or Permanent Disability being deemed a resignation); provided, however, that "Termination Upon Change in Control" shall not include any termination of the employment of the Employee (1) by the Company for Cause; or (2) as a result of the voluntary termination of employment by the Employee that is not deemed a Constructive Termination under Subsection 1(c) above.

Termination Upon Change-in-Control means (i) during the twenty-four (24) months following the consummation of a Change-in-Control any termination of the employment of the Executive by the Company without Cause, or any resignation by the Executive for Good Reason; or (ii) any termination of the employment of the Executive by the Company without Cause occurring within six (6) months prior to the consummation of such Change-in-Control that is requested by a third party as part of such Change-in-Control. The Executive must provide written notice to the Company within ninety (90) days of the existence of Good Reason and provide the Company with at least thirty (30) days to cure the circumstances giving rise to Good Reason. Notwithstanding the preceding sentences of this section and section 4.13, with respect to a termination described in (ii) of this section 4.14, (1) the effective date of the Change-in-Control shall be deemed the Termination Date for purposes of this Agreement and (2) with respect to Equity Awards, to the extent they would have otherwise terminated or been forfeited prior to the Change-in-Control as a result of the Executive’s termination of employment, they shall be deemed to have continued in existence until the Change-in-Control (but without any right to exercise, settlement or additional vesting during the period of continuation).

Examples of Termination Upon Change-in-Control in a sentence

If the consideration to be received by stockholders of the Company in connection with the Change-in-Control consists of substantially all cash, then all such Equity Awards shall have their vesting and exercisability accelerated in full immediately prior to the Change-in-Control regardless of whether there is a Termination Upon Change-in-Control.
This lump sum amount shall be paid no later than sixty (60) days after the Termination Date of the Termination Upon Change-in-Control.
In the event of the Executive’s Termination Upon Change-in-Control, the Executive shall be entitled to the benefits described below in this Section 2.
The date of the “qualifying event” for the Executive and any of Executive’s dependents shall be the date of the Termination Upon Change-in-Control.
Accordingly, during the term of this Agreement and following any Termination Upon Change-in-Control, Executive agrees to continue to abide by the terms and conditions of the Company’s Confidentiality and/or Proprietary Rights Agreement between the Executive and the Company.

More Definitions of Termination Upon Change-in-Control

Termination Upon Change-in-Control means the occurrence of either of the following events:

Termination Upon Change-in-Control means the occurrence of either

Termination Upon Change-in-Control. “Change in Control” shall mean the occurrence of any of the following events:

Termination Upon Change-in-Control means any one of the following: (i) any termination of the employment of the Employee by the Company without Cause within one (1) year after the occurrence of any Change in Control; (ii) any termination of the employment of the Employee by the Company without Cause during the period commencing thirty (30) days prior to the date of the Company's first public announcement that the Company has entered into a definitive agreement to effect a Change in Control (even though still subject to approval by the Company's stockholders and other conditions and contingencies) and ending on the date of the Change in Control; or (iii) any resignation by the Employee from all capacities in which the Employee is then rendering service to the Company within a reasonable period of time following the event constituting Constructive Termination; provided, however, that "Termination Upon Change in Control" shall not include any termination of the employment of the Employee (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by the Employee that is not deemed a Constructive Termination under Subsection 1(c) above, or (3) as a result of the Employee's death or permanent disability as defined in the Employment Agreement.

Termination Upon Change-in-Control means the occurrence of either ---------------------------------- of the following events: i. termination by the Company Group of Executive's employment for any reason other than Cause during the period commencing thirty (30) days prior to the date that the Company first considered conducting negotiations leading to the Change in Control event, and ending on the date which is twelve (12) months after the Change in Control; or ii. any resignation by the Executive from all capacities in which Executive is then rendering service to the Company Group within twelve (12) months following a Change in Control; provided, however, that Termination Upon Change in Control shall not include any termination of Executive's employment which is (1) for Cause, or (2) a result of Executive's death or Disability.