No Change in Control Has Occurred Sample Clauses

The "No Change in Control Has Occurred" clause serves to confirm that the ownership or controlling interest in a party to the agreement has not changed since the contract was executed. In practice, this means that the party making this representation assures the other party that there has been no sale, merger, or transfer of shares or assets that would result in a new controlling entity. This clause is important because it helps maintain the original risk profile and trust between the parties, ensuring that the contractual relationship is not unexpectedly altered by a change in who controls one of the parties.
No Change in Control Has Occurred. If there has been no Change in Control within twenty-four (24) months prior to Executive’s termination pursuant to this Section 3.4 or within ninety (90) days following Executive’s termination pursuant to this Section 3.4: A. For a period of twelve (12) months following the effective date of Executive’s termination, the Company shall continue to pay Executive his Base Salary at the rate in effect just prior to the time a Notice of Termination is delivered, payable according to the Company’s normal payroll practices; provided, however, that the payments for the first six months following Executive’s termination in excess of the lesser of (i) two times the Executive’s Base Salary, and (ii) $490,000 (or such greater amount as may then be permitted under Treasury Regulation 409A-1(b)(9)(iii)(A) or any successor thereto), shall be deferred, and shall not be paid, until the first day of the seventh month following Executive’s termination; B. If Executive elects to continue his Company-provided group health benefits at the level in effect as of the date of termination under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the premiums for Executive’s COBRA continuation coverage (for Executive and Executive’s dependents, if applicable) for a period of up to eighteen (18) months; and C. Company shall make available to Executive for a period of twelve (12) months after termination, outplacement services provided that (i) the outplacement program and the provider of which shall be selected by Company and (ii) the outplacement services are performed within such 12-month period.
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No Change in Control Has Occurred. If there has been no Change in Control within twenty-four (24) months prior to Executive’s termination pursuant to this Section 3.4 or within ninety (90) days following Executive’s termination pursuant to this Section 3.4: A. For a period of eighteen (18) months following the effective date of Executive’s termination, the Company shall continue to pay Executive his/ her Base Salary at the rate in effect just prior to the time a Notice of Termination is delivered, payable according to the Company’s normal payroll practices; B. If Executive elects to continue his Company-provided group health benefits at the level in effect as of the date of termination under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the premiums for Executive’s COBRA continuation coverage (for Executive and Executive’s dependents, if applicable) for a period of up to eighteen (18) months; C. Company shall make available to Executive for a period of twelve (12) months after termination, outplacement services provided that (i) the outplacement program and the provider of which shall be selected by Company and (ii) the outplacement services are performed within such 12-month period; and D. Subject to (i) the Company’s ability to obtain such coverage under its group health plans and (ii) the Executive’s eligibility under the Company’s group health plans, as such plans may be modified from time-to-time, and following exhaustion of any applicable COBRA continuation periods, Executive may continue Executive’s group health plan (medical, dental and vision) coverage for Executive only, at Executive’s expense, from the date Executive would otherwise lose coverage until Executive reaches age 65. Executive’s failure to timely pay premiums for such coverage shall result in loss of coverage.
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No Change in Control Has Occurred. If there has been no Change in Control within twenty-four (24) months prior to Executive’s termination pursuant to this Section 3.4 or within ninety (90) days following Executive’s termination pursuant to this Section 3.4: A. For a period of twelve (12) months following the effective date of Executive’s termination, the Company shall continue to pay Executive his/her Base Salary at the rate in effect just prior to the time a Notice of Termination is delivered, payable according to the Company’s normal payroll practices; B. If Executive elects to continue his Company-provided group health benefits at the level in effect as of the date of termination under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the premiums for Executive’s COBRA continuation coverage (for Executive and Executive’s dependents, if applicable) for a period of up to eighteen (18) months; and C. Company shall make available to Executive for a period of twelve (12) months after termination, outplacement services provided that (i) the outplacement program and the provider of which shall be selected by Company and (ii) the outplacement services are performed within such 12-month period.
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Related to No Change in Control Has Occurred

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

  • Prior to a Change in Control Termination by Executive for Good Reason; Termination by the Company Other Than for Poor Performance, Cause or Disability. If, prior to a Change in Control and during the Executive’s Employment Period, the Company terminates Executive’s employment other than for Poor Performance, Cause or Disability, or Executive terminates employment for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, then (and with respect to the payments and benefits described in clauses (ii) through (vii) below, only if Executive executes a Release in substantially the form of Exhibit A hereto (the “Release”)): (i) the Company will pay to Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (A) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (B) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A) and (B) will be hereinafter referred to as the “Accrued Obligations”); and (ii) for the longer of six months or until Executive becomes employed with a subsequent employer, but in no event to exceed the lesser of (A) 18 months from the Date of Termination or (B) the remaining term of Executive’s Employment Period (the “Normal Severance Period”), the Company will continue to pay Executive an amount equal to his monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time; provided, however, that the Company’s obligation to make or continue such payments will cease if Executive violates any of the Restrictive Covenants (as defined in Section 13(b) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iii) during the Normal Severance Period, if and to the extent Executive timely elects COBRA continuation coverage, the Company will pay for the full premium amount of such COBRA continuation coverage and will impute taxable income to the Executive equal to the full premium amount; provided, however that the Company’s obligation to provide such benefits will cease if Executive violates any of the Restrictive Covenants (as defined in Section 13(b) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; provided further, that to the extent Executive continues COBRA continuation coverage beyond his Normal Severance Period, Executive will be responsible for paying the full cost of the COBRA continuation coverage in accordance with the procedures of the Company generally applicable to all qualified beneficiaries receiving COBRA continuation coverage; and (iv) not later than 30 days after the Date of Termination, Executive will be paid a bonus for the year in which the Date of Termination occurs in a lump sum cash amount equal to 100% of his Bonus Opportunity (prorated through the Date of Termination) adjusted up or down by reference to his year-to-date performance at the Date of Termination in relation to the prior established performance objectives under Executive’s bonus plan for such year; provided, however that the bonus payment described in this Section 8(b)(iv) will be reduced by the amount (if any) of the Bonus Opportunity that Executive had previously elected to receive in the form of restricted stock of the Company; and (v) all grants of restricted stock, restricted stock units and similar Company stock-based awards (“Restricted Stock”) held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination; and (vi) all of Executive’s options to acquire Common Stock of the Company, stock appreciation rights in Common Stock of the Company and similar Company stock-based awards (“Options”) that would have become vested (by lapse of time) within the 24-month period following the Date of Termination had Executive remained employed during such period will become immediately vested as of the Date of Termination; and (vii) notwithstanding the provisions of the applicable Option agreement, all of Executive’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to Section 8(b)(vi) above) will remain exercisable through the earlier of (A) the original expiration date of the Option, or (B) the 90th day following the end of the Normal Severance Period; and (viii) to the extent not theretofore paid or provided, the Company will timely pay or provide to Executive his Other Benefits.

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or

  • Following a Change in Control If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.