Certain Termination Prior to a Change of Control Clause Samples

Certain Termination Prior to a Change of Control. If (i) the ------------------------------------------------ Employee's employment is terminated by the Employer other than for cause during the Term, (ii) within the one-year period following such termination, a Change of Control occurs, and (iii) the Employee reasonably demonstrates that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, then within 10 days of such Change of Control, in lieu of any other rights to cash compensation the Employee may have under this Agreement which have not accrued by such date, including any compensation pursuant to Section 2.02(e), the Employer shall provide to the Employee all of the compensation and benefits described in clauses (B) and (C) in Section 5.01(a), provided that the payment described in such clause (B) shall be reduced by the total of any and all payments made to the Employee pursuant to Section 2.02(e) hereof, and the Employee shall have no further rights to compensation or benefits, or any other rights, hereunder.
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Certain Termination Prior to a Change of Control. If (i) Employee’s employment is terminated by Employer other than for cause (and not due to death or disability) during the Term, (ii) within the six-month period following such termination, a Change of Control occurs, and (iii) Employee reasonably demonstrates that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, then in lieu of the payments described in Section 2.02(d)(ii) hereof, Employer shall pay to Employee an amount equal to Employee’s total cash compensation for base salary and bonus for the immediately preceding three completed calendar years (or equal to three times his average total annual cash compensation for base salary and bonus for his years of service to Employer, if less than three years), with such amount to be paid in equal installments on each of Employer’s regular payroll dates over the twelve (12) month period following such termination; provided, however, that the commencement of such payments shall be delayed until the first payroll date of the seventh month following such termination; provided further, that, the first payment made hereunder shall include the payments that otherwise would be made had the delay described in the preceding clause not been imposed.
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Related to Certain Termination Prior to a Change of Control

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Termination on Change of Control 26.12.1 The Supplier shall notify the Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of: (a) being notified in writing that a Change of Control has occurred; or (b) where no notification has been made, the date that the Authority becomes aware of the Change of Control, if it believes, acting reasonably, that such change is likely to have an adverse effect on the provision of the Services, but it shall not be permitted to terminate this Framework Agreement where an Approval was granted prior to the Change of Control