Qualified Change of Control Sample Clauses

A Qualified Change of Control clause defines the specific circumstances under which a change in ownership or control of a company is recognized as significant for contractual purposes. Typically, this clause outlines what constitutes a 'qualified' event, such as the acquisition of a certain percentage of shares or a merger with another entity, and may exclude routine or minor transactions. Its core function is to provide clarity and predictability for both parties by specifying when certain rights or obligations—like accelerated payments or termination rights—are triggered, thereby managing risk and preventing disputes over ambiguous changes in control.
Qualified Change of Control. (i) If (I) Executive is terminated by the Company without Cause or Executive resigns for Good Reason during the period commencing on a Qualified Change of Control and ending on the second (2nd) anniversary of the Qualified Change of Control (such two (2)-year period being the "PROTECTION PERIOD" hereunder), or (II) Executive reasonably demonstrates that such termination of employment (or event constituting Good Reason) prior to a Qualified Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Qualified Change of Control and a Qualified Change of Control actually occurs, (each a "QUALIFYING TERMINATION"), then Executive shall be entitled to receive: (A) a pro-rata annual and, if applicable, long term cash, bonus for the year of termination based on the Target Bonus amount or target incentive amount; (B) an amount in cash equal to three (3) times the sum of Executive's annual Base Salary (disregarding any reduction constituting Good Reason) and annual Target Bonus (or, if greater, the actual bonus earned with respect to the fiscal year immediately preceding the Change in Control); and (C) continuation of medical benefits and dental until the second anniversary of the Date of Termination upon the same terms as exist for Executive immediately prior to the Date of Termination. (ii) The Company shall continue to have all other rights available hereunder (including all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). (iii) The amounts described in SECTION 5(e)(i)(A) and (B) shall be paid in a lump sum within ten (10) days after the Date of Termination. Such amounts or benefits shall not be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment. (iv) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the Company and Executive to the contrary notwithstanding, all of Executive's outstanding equity grants shall fully vest upon the occurrence of a Qualified Change of Control (to the extent not previously vested). In addition, on the Date of Termination, all options theretofore granted to Executive and not exercised by Executive shall become fully vested and all other equity-based compensation (including restricted shares and restricted stock units) gra...
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Qualified Change of Control. (a) Prior to a Qualified Change of Control, the vesting of the Options shall accelerate so that no less than fifty percent (50%) of the Options are vested (which, for the avoidance of doubt, includes Options that may have already vested as of such date).
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Qualified Change of Control. In the event of a Qualified Change of Control involving MeiraGTx, ▇▇▇▇▇▇▇ shall have the right to terminate [***], by providing MeiraGTx with written notice at least [***] after the announcement of such Qualified Change of Control, with such termination to be effective within [***] of such notice; provided that all other obligations under this Agreement, including under Section 4.1 and Article 10, shall remain in full force and effect. For clarity, upon ▇▇▇▇▇▇▇’▇ termination notice to MeiraGTx in accordance with the preceding sentence, (i) all Committees shall be disbanded and Janssen shall have sole and exclusive control with respect to any activities previously conducted pursuant to this Agreement and (ii) Janssen shall not have any further obligations to share any information, updates or reports with MeiraGTx with respect to any activities previously conducted pursuant to this Agreement, except with respect to Section 10.6, Section 10.7, Section 10.8, Section 10.9, Section 10.11 (including Sales & Royalty Reports) and any other applicable payment obligations. In the event that ▇▇▇▇▇▇▇ elects to not exercise its rights under this Section 4.6(e), the terms of Section 4.6(d) shall apply.
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Qualified Change of Control. The Investor and its Affiliates may vote, or execute a written consent, with respect to all of the voting securities of the Company as to which it and such Affiliates are entitled to vote or execute a written consent, as they may determine in their sole and absolute discretion, with respect to any transaction, the consummation of which would result in a Qualified Change of Control.
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Qualified Change of Control. For purposes of this Article 3, a --------------------------- "Qualified Change of Control" shall mean the occurrence of any of the following: (i) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any Person other than Wellspring (as defined in Section 3.6), becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the equity of the Company; or (ii) the Company consolidates with or merges into another Person or any Person consolidates with, or mergers into, the Company, in any such event pursuant to a transaction in which the outstanding Common Stock of the Company is changed into or exchanged for cash, securities or other property, other than any such transaction where the holders of the Common Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting stock of the surviving or resulting Person immediately after such transaction; provided, however, that no Qualified Change of Control shall be deemed to have occurred pursuant to the immediately preceding clause (i) if such transaction resulted from the sale of Common Stock of the Company to a Person or Persons acting as underwriters in connection with a firm commitment underwriting; and provided, further, that no Qualified Change of Control shall be deemed to have occurred pursuant to the immediately preceding clauses (i) or (ii) unless, as a result of such transaction Wellspring shall have realized a return on its initial investment in the Company pursuant to the Plan of 8% of more, on an annualized basis, based on its initial purchase price per share of $10.00. Not later than 15 days following the occurrence of any event specified in the preceding clauses (i) or (ii), the Company's Board of Directors shall determine whether or not such event (a "Triggering Event") resulted in a Qualified Change of Control and such determination shall be final and binding absent manifest error. The determination of whether or not Wellspring has realized an 8% annualized return on its initial $10.00 per share investment shall be based upon the appreciation in the Fair Market Value (as defined in Section 3.5) of the Common Stock from the Effective Date (as defined in the Plan) until the date that the Triggering Event is publicly a...
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Related to Qualified Change of Control

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

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

  • Upon a Change of Control Upon a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such Change of Control, the Company or any successor thereto terminates your employment other than for Cause, or you terminate your employment for Good Reason, then, in lieu of any payments to you or on your behalf under Section 5(a) hereof, (A) the Company shall pay to you a lump sum payment equal to the sum of (x) your then-current annual base salary plus (y) your target bonus amount for the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof.

  • Change of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than twenty five percent (25%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors; (ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or (iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or (iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or (v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).

  • 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.