Other Change of Control Sample Clauses

Other Change of Control. In the event of the happening of any of the following events: (i) a change within a twelve-month period in the holders of more than 50% of the outstanding voting stock of the Company (other than by means provided for in Section 5.2 above and as provided for in Section 10.3 of the Plan); or (ii) any other event deemed to constitute a “Change of Control” (other than by means provided for in Sections 5.1 and 5.2 above and as provided for in Sections 10.2 and 10.3 of the Plan) by the Board, or the Committee, as applicable, then the vesting of this Option shall be accelerated in full and may be exercised with respect to up to 100% of the total number of Shares then subject to this Option minus the number of Shares previously purchased upon exercise of this Option, and this Option shall terminate if not exercised at or prior to such event.
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Other Change of Control. EVENTS ------------------------------------------ In all other Change of Control events, the computation of the option value of each Warrant shall use the Black-Scholes calculation methods using the following assumptions: 1) Volatility of the closing sales price of the Common Stock for the 260-trading day period ending on the Trigger Date as reported by Bloomberg; 2) Dividend Yield of 0.00%; 3) Interest Rate of 5.50%; 4) Exercise price will be the Exercise Price as adjusted and then in effect for the Warrant at the time of the Change of Control Event ; 5) Term of the Warrant will be the remaining term of the Warrant from the Change in Control Event Date to the stated expiration date of the Warrant; and 6) The underlying security price for purposes of the Black-Scholes model will be calculated using the average of the closing market price of the Company's Common Stock for the ten (10) trading days commencing immediately after the date of the Change in Control event (for purposes of this Section 3, "Company Stock Price").
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Other Change of Control. In the event of the happening of any of the following events: (i) a change within a twelve-month period in the holders of more than 50% of the outstanding voting stock of the Company (other than by means provided for in Section 7(b) above and as provided for in Section 10.3 of the Plan); or (ii) any other event deemed to constitute a “Change of Control” (other than by means provided for in Sections 7(a) and 7(b) above and as provided for in Sections 10.2 and 10.3 of the Plan) by the Board, or the Committee, as applicable, the vesting of the Shares shall be accelerated and the Restricted Period shall lapse in full immediately prior to such event.
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Other Change of Control. In the event of the happening of any of the following events: (1) a change within a twelve-month period in the holders of more than 50% of the outstanding voting stock of the Company (other than by means provided for in this Section 9 and as provided for in Section 10.3 of the Plan); or (2) any other event deemed to constitute a “Change of Control” by the Board of Directors (other than by means provided for in Sections 9(a) and 9(b) above and as provided for in Sections 10.2 and 10.3 of the Plan), the vesting of the Shares shall be accelerated in full.
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Other Change of Control. If such Change of Control occurs or is consummated, and the Disposition of either Product, including the Product IP, is to a Person that is not an Acceptable Assignee or has not otherwise entered into an agreement of the kind described in clause (c) of the definition of “Acceptable Assignee,” then the Seller shall, within five (5) Business Days of such event, pay (or cause to be paid) to the Buyer the Investment Return Amount minus any and all Revenue Payments, in each case, of the applicable Product already paid to Buyer as of the effective date of Change of Control by wire transfer of immediately available funds to one or more accounts specified by the Buyer.
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Other Change of Control. TRANSACTIONS ------------------------------------ SECTION 4.01. Company May Merge, Etc........................................10 SECTION 4.02.
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Related to Other Change of Control

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Change of Control There occurs any Change of Control; or

  • 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.

  • 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.