Change in Control Agreement Sample Clauses

Change in Control Agreement. The Company enters into an agreement, the consummation of which would result in a Change in Control; or

Change in Control Agreement. You agree that for purposes of any Change in Control Agreement to which you are a party with Colfax, a “Change in Control” as defined in such agreement shall not be deemed to have occurred by virtue of the consummation of the Transaction and such Change in Control Agreement will remain in effect in accordance with its terms after consummation of the Transaction.

Change in Control Agreement. In conjunction with and as part of this Agreement, the parties will execute and enter into an Executive Change In Control Agreement substantially in the form of agreement attached hereto as Exhibit ‘B.’

Change in Control Agreement. This Change in Control Agreement is entered into between VERITAS Software Corporation, a Delaware corporation (“VERITAS” or the “Corporation”), and E▇ ▇▇▇▇▇▇ (“Executive”) as of March 15, 2004. Terms that are not defined in the text of this Agreement are defined in Exhibit A hereto.

Change in Control Agreement. This Change in Control Agreement (“Agreement”) is made as of the 19th day of December, 2024, effective as of January 1, 2025, by and among Mercantile Bank Corporation, a Michigan corporation (the "Company”), Mercantile Bank, a Michigan banking corporation (the "Bank", and collectively with the Company, the "Employers", and each an “Employer”), and ▇▇▇▇▇ ▇▇▇▇▇▇ (the "Employee").

Change in Control Agreement. Your Change in Control Agreement with the Company, dated as of September 8, 2002 shall terminate as of the Termination Date. If you have any questions regarding the details in this letter or the Release, please contact ▇▇▇▇▇▇▇ ▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇. The Company wishes you great success in your future endeavors. OSTEOTECH, INC. By: /s/ ▇▇▇ ▇▇▇▇▇-Akyaw ------------------------------------ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ Its: President and Chief Operating Officer EXHIBIT A--GENERAL RELEASE In exchange for the benefits provided to me pursuant to the letter from Osteotech Inc. ("Osteotech") to me dated November 29, 2005 (the "Termination Letter"), the Consulting Agreement (the "Consulting Agreement") referred to in the Termination Letter, the extension of the exercise period for my outstanding Osteotech stock options provided to me in the Termination Letter and Osteotech's execution of a release in favor of me, for myself, my heirs, administrators, executors, representatives and/or assigns, I hereby voluntarily discharge and release Osteotech and its affiliates, parent and subsidiary companies, officers, directors, employees, agents, representatives, successors and assigns (collectively the "Osteotech Releasees") from any and all claims or liabilities of any kind or description, known or unknown, suspected or unsuspected, fixed or contingent, which I ever had, now have or hereafter may have against each or any of the Osteotech Releasees by reason of any matter whatsoever arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. This release of claims specifically includes, but is not limited to, any claim of discrimination, including any claim arising under, or based upon, the Age Discrimination in Employment Act (or the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the New Jersey Conscientious Employee Protection Act and/or the New Jersey Law Against Discrimination, and any and all contract, quasi-contract, estoppel, tort or statutory claims under federal, state or local law arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. Notwithstanding anything to the contrary in this General Release, this General Release does not release the Company from the performance of its obligations under the Termination Letter or the Consulting Agreement. I acknowledge and agree that I have been give...

Change in Control Agreement. The Executive hereby agrees that the Term (as that term is defined in the Change in Control Agreement) of the Change in Control Agreement shall terminate on July 11, 2009, that the Change in Control Agreement shall cease to have any force and effect with respect to any termination of Employment that occurs on or after July 11, 2009, and that such Term shall not be affected by any change in control that may occur after the date hereof and prior to July 11, 2009. The Executive further agrees that the provisions of the Change in Control Agreement which may entitle the Executive to receive a gross-up payment and to have the Company bear accounting fees and expenses in connection with any such gross-up payment shall apply, effective as of the date hereof, only with respect to any payment or distribution made by the Company to or for the benefit of the Executive in connection with the tender offer which closed on or about July 11, 2007 pursuant to the Merger Agreement. In addition, the Executive agrees that, effective as of the date hereof, the Change in Control Agreement shall be amended as follows: (a) the definition of “Post-CIC Good Reason” therein shall be stricken therefrom and shall be replaced with the definition of “Good Reason” set forth in this Agreement and (b) all references therein to the term “Post-CIC Good Reason” shall be stricken therefrom and shall be replaced with the term “Good Reason,” provided that, solely for purposes for the Change in Control Agreement, a termination of Executive’s Employment by reason of the Executive’s death shall constitute Good Reason. For the avoidance of doubt, axcept as modified by Sections 9(f), 9(g), 9(h), 9(i) and 10 hereof and by any applicable stock option grant agreement, the Change in Control Agreement shall remain in full force and effect in accordance with its terms.

Change in Control Agreement. Aspreva Pharmaceuticals Corporation (the “Corporation”) considers it essential to the best interests of its members to ▇▇▇▇▇▇ the continuous employment of its senior executive officers. In this regard, the Board of Directors of the Corporation (the “Board”) has determined that it is in the best interests of the Corporation and its members that appropriate steps should be taken to reinforce and encourage management’s continued attention, dedication and availability to the Corporation in the event of a Potential Change in Control (as defined in Section 2), without being distracted by the uncertainties which can arise from any possible changes in control of the Corporation. In order to induce you to agree to remain in the employ of the Corporation, such agreement evidenced by the employment agreement entered into as of the date of this Agreement between you and the Corporation (the “Employment Agreement”) and in consideration of your agreement as set forth in Section 3 below, the Corporation agrees that you shall receive and you agree to accept the severance and other benefits set forth in this Agreement should your employment with the Corporation be terminated subsequent to a Change in Control (as defined in Section 2) in full satisfaction of any and all claims that now exist or then may exist for remuneration, fees, salary, bonuses or severance arising out of or in connection with your employment by the Corporation or the termination of your employment:

Change in Control Agreement. The Change in Control Agreement between you and Polaris dated April 1, 1998 is hereby ratified and confirmed in its entirety.