Reorganization and Change in Control Events Sample Clauses

The Reorganization and Change in Control Events clause defines the rights and obligations of the parties in the event that the company undergoes significant structural changes, such as mergers, acquisitions, or transfers of ownership. Typically, this clause outlines what happens to existing contracts, employee positions, or shareholder rights if control of the company shifts to new owners or if the company is reorganized. Its core practical function is to provide certainty and protection for all parties by specifying procedures and consequences in advance, thereby minimizing disputes and ensuring a smooth transition during major corporate changes.
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Reorganization and Change in Control Events. Upon the occurrence of a Reorganization Event (regardless of whether such event also constitutes a Change in Control Event), or the execution by the Company of any agreement with respect to a Reorganization Event (regardless of whether such event will result in a Change in Control Event), the Company shall provide that the option granted hereunder shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) and shall continue to become vested in accordance with the original vesting schedule set forth herein. For purposes hereof, the option granted hereunder shall be considered to be assumed if, following consummation of the Reorganization Event, the option confers the right to purchase, for each Unit subject to the option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Units, as the case may be, for each Unit held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of such outstanding securities). Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, the option granted hereunder, then the Company shall, upon written notice to the Participant, provide that the option granted hereunder will terminate immediately prior to the consummation of such Reorganization Event, except to the extent exercised by the Participant to purchase vested Units before the consummation of such Reorganization Event; provided, however, that in the event of a Reorganization Event under the terms of which holders of Units will receive upon consummation thereof a cash payment for each Unit surrendered pursuant to such Reorganization Event (the “Acquisition Price”), then the Company may instead provide that the then unexercised portion of the option granted hereunder shall terminate upon consummation of such Reorganization Event and that Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of vested Units subject to such unexercised portion of the option, exceeds (B) the aggregate exercise price of such vested Units.
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Reorganization and Change in Control Events. Upon the occurrence of a Reorganization Event or a Change in Control, or the execution by the Company of any agreement with respect to a Reorganization Event or a Change in Control, the Board shall provide that the portion of the Option that is outstanding shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof). For purposes hereof, the Option shall be considered to be assumed if, following consummation of the Reorganization Event or Change of Control, the new options confer the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event or Change of Control, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event or Change of Control by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event or Change of Control (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event or Change of Control is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of the Option to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value as determined in good faith by the Board to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event or Change of Control.
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Reorganization and Change in Control Events 
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Related to Reorganization and Change in Control Events

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

  • Change in Control Event (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event. (b) A Change in Control shall not be a Qualifying Distribution Event.

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

  • 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.

  • Change in Control Defined For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events: