Upon a Change in Control (as defined in the Alteon Inc. Change in Control Severance Benefits Plan, effective as of February 27, 1996 (the "Plan")), you will be entitled to all of the benefits to which you would be entitled under the Plan as in effect on the date hereof if a Change in Control occurred on the date hereof, notwithstanding any amendment or termination of the Plan or other action by the Board of Directors of the Company as permitted under the Plan which may affect your entitlement to benefits thereunder after the date hereof." Except as modified by this letter, the terms of your Employment Agreement shall remain in full force and effect. If the foregoing is acceptable to you, please indicate your agreement by signing and returning the enclosed copy of this letter.
Upon a Change in Control (as defined in the Alteon Inc. Change in Control Severance Benefits Plan, effective as of February 27, 1996 (the "Plan")), you will be entitled to all of the benefits to which you would be entitled under the Plan as in effect on the date hereof if a Change in Control occurred on the date hereof, notwithstanding any amendment or termination of the Plan or other action by the Board of Directors of the Company as permitted under the Plan which may affect your entitlement to benefits thereunder after the date hereof." Except as modified by this letter, the terms of your Employment Agreement shall remain in full force and effect. If the foregoing is acceptable to you, please indicate your agreement by signing and returning the enclosed copy of this letter. Sincerely, /s/ Kenneth I. Moch President anx Xxxxx Xxxxxxxve Officer Enclosure Accepted and agreed this 7th day of July 2003
Upon a Change in Control (as defined in the Equity Incentive Plan), any outstanding stock options shall vest and shall remain exercisable in accordance with the Equity Incentive Plan and other equity awards (if any) shall fully vest. In the event of any termination of the Executive's employment upon or following a Change in Control (as defined herein), the Executive shall continue to have the entitlements provided for in Section 11 above.
Examples of Upon a Change in a sentence
Upon a Change in Control, the Committee, as constituted immediately prior to such Change in Control, shall continue to act as the Committee.
Upon a Change in Control, the Appeals Committee, as constituted immediately prior to such Change in Control, shall continue to act as the Appeals Committee.
Upon a Change in Control, the restriction contained in Section 6 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event.
Upon a Change of Control, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.
Upon a Change in Control, each then-outstanding option and SAR shall automatically become fully vested, all restricted shares then outstanding shall automatically fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall automatically become vested and payable to the holder of such award unless the Administrator has made appropriate provision for the substitution, assumption, exchange or other continuation of the award pursuant to the Change in Control.
More Definitions of Upon a Change
Upon a Change in Control (as defined in the Indenture), any holder of Securities will have the right to cause the Company to purchase the Securities of such holder, in whole or in part in integral multiples of aggregate principal amount of $1,000, at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to any Change in Control Purchase Date, as provided in, and subject to the terms of the Indenture. The Company, the Trustee, and any authorized agent of the Company or the Trustee, may deem and treat the registered holder hereof as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or other writing hereon made by anyone other than the Company or the Trustee or any authorized agent of the Company or the Trustee), for the purpose of receiving payment of, or on account of, the principal hereof and premium, if any, and, subject to the provisions on the face hereof, interest hereon and for all other purposes, and neither the Company nor the Trustee nor any authorized agent of the Company or the Trustee shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or premium, if any, or the interest on this Security, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Indenture is hereby incorporated by the reference and to the extent of any variance between the provisions hereof and the Indenture, the Indenture shall control.
Upon a Change of Control, any Holder of Securities of this series will have the right to cause the Issuer to purchase all or any part of the Securities of such Holder at a purchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest to the date of purchase (subject to the right of Holders on the relevant Record Date to receive interest due on the related Regular Interest Payment Date) as provided in, and subject to the terms of, the Indenture.
Upon a Change in Control (as defined in the Employment Agreement), any unvested portion of the Units held by the Participant will vest immediately.
Upon a Change of Control (as defined herein) all of the shares of Common Stock subject to this Option shall vest and become exercisable immediately at the time of a Change of Control provided that the optionee is employed by the Company at such time. For purposes of this paragraph, a "Change of Control" shall be deemed to occur if (i) any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934), except for Xxxx X. Xxxx or any person controlled by him, becomes a beneficial owner, directly or indirectly, of securities of the Company representing 35% of more of the voting power of all of the Company's then outstanding securities, (ii) a merger, consolidation or other corporation reorganization of the Company is consummated and the shareholders of the Company immediately prior to the consummation of such transaction own less than 50% of the voting power of the outstanding shares of the entity resulting from such transaction immediately after the consummation of such transaction, or (iii) all or substantially all of the assets or business of the Company are sold. DAMARK INTERNATIONAL, INC.
Upon a Change of Control: (1) all of the Shares of Common Stock in Tranches 1A-5A that have not yet become purchasable shall immediately become purchasable, (2) that portion of the 691,958.10 Shares of Common Stock in Tranches 6-10 and that have not yet become purchasable shall become purchasable if, (i) with respect to a Change of Control that occurs on or prior to December 31, 2004, the EBITDA for the period beginning on January 1, 2004 and ending on the consummation of the Change of Control multiplied by a fraction, the numerator of which is 365 and the denominator of which is the number of the days in the 2004 calendar year that have elapsed through the consummation of the Change of Control equals or exceeds the Target EBITDA applicable to Class C Units for calendar year 2004 and (ii) with respect to a Change of Control that occurs following December 31, 2004, the EBITDA for the four most recent fiscal quarters prior to the Change of Control equals or exceeds the Target EBITDA applicable to Class C Units for such period (for example, if a Change of Control occurs on April 30, 2005, the Target EBITDA shall equal the sum of (x) 9/12 of the 2004 Target EBITDA and (y) 3/12 of the 2005 Target EBITDA) and (3) that portion of the 462,137.93 Shares of Common Stock in Tranches 11-15 and that have not yet become purchasable shall become purchasable if, (i) with respect to a Change of Control that occurs on or prior to December 31, 2004, the EBITDA for the period beginning on January 1, 2004 and ending on the consummation of the Change of Control multiplied by a fraction, the numerator of which is 365 and the denominator of which is the number of the days in the 2004 calendar year that have elapsed through the consummation of the Change of Control equals or exceeds the Target EBITDA applicable to Class D Units for calendar year 2004 and (ii) with respect to a Change of Control that occurs following December 31, 2004, the EBITDA for the four most recent fiscal quarters prior to the Change of Control equals or exceeds the Target EBITDA applicable to Class D Units for such period (in accordance with the example set forth above).
Upon a Change in Control' (as defined in Section 8(b) hereof).
Upon a Change of Control (as defined in the Indenture), any holder of Securities will have the right to cause the Company to purchase the Securities of such holder, in whole or in part in integral multiples of aggregate principal amount of $1,000, at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to any Change of Control Payment Date, as provided in, and subject to the terms of the Indenture. All amounts owed under and in respect of this Security (including the Guarantee) are subordinated in right of payment, to the extent and in the manner provided in Article 9 of the Indenture, to the prior payment in full in cash of all amounts owed under and in respect of all Senior Debt, and the subordination of the Securities and the Guarantee is for the benefit of all holders of all Senior Debt, whether outstanding on the Closing Date or incurred thereafter. The Company and the Guarantor agree, and each holder by accepting a Security (including the Guarantee) agree, to the subordination. The Company, the Guarantor, the Trustee, and any authorized agent of the Company, the Guarantor or the Trustee, may deem and treat the registered holder hereof as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or other writing hereon made by anyone other than the Company, the Guarantor or the Trustee or any authorized agent of the Company, the Guarantor or the Trustee), for the purpose of receiving payment of, or on account of, the principal hereof and premium, if any, and, subject to the provisions on the face hereof, interest hereon and for all other purposes, and none of the Company, the Guarantor, the Trustee nor any authorized agent of the Company, the Guarantor or the Trustee shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of, premium, if any, or the interest on this Security, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or the Guarantor or of any successor corporation, either directly or through the Company or the Guarantor or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all su...