Change of Control Sample Clauses

Change of Control. A Change of Control shall have occurred.

Change of Control. (a) If, following the Effective Date, a Change of Control occurs and, within twelve (12) months following the consummation of such Change of Control, the Executive terminates his employment “for cause” (as defined in Section 6.2(a)) or his employment is terminated for any other reason (other than by the Company “for cause” under Section 6.1 or a non-renewal by the Company under Section 6.3), then the Company (or its successor if applicable) shall pay and provide to Executive the Severance Package commencing from the date of delivery of notice of termination, subject to the conditions and limitations applicable to the Severance Package set forth in Section 6.2(b). (b) The Company shall pay and deliver to Executive all accrued base salary (not including any Bonus or AIP awards), accrued vacation pay or other Paid Time Off, expenses, benefits, and vested stock options, through and upon the effective date of termination under this Section 6.5, irrespective of whether Executive signs and/or delivers the Severance Agreement. Within sixty (60) days following the effective date of termination, the Board or Compensation Committee shall evaluate whether the Executive is entitled to receive a Bonus or AIP award for the partial year served by the Executive based on the performance criteria provided for in the applicable Bonus or AIP program, and shall exercise its reasonable discretion in applying such performance criteria to the Executive’s partial year performance. Restricted stock, options or other equity grants which have not vested by the date of termination shall continue to vest through the period that severance is paid. (c) For purposes of this Employment Agreement, the term “Change of Control” shall mean the occurrence of any of the following events: (i) any sale or exchange of the capital stock of the Company in one transaction or a series of related transactions where more than fifty percent (50%) of the outstanding voting power of the Company is acquired by a person or entity or group of related persons or entities that was not the holder of at least fifty percent (50%) of the outstanding voting securities of the Company on the Effective Date, provided, however, that the sale of securities by the Company to bona fide investors in one transaction or series of related transactions intended primarily to raise capital for the Company shall not be deemed a Change of Control hereunder; (ii) any reorganization, consolidation or merger of the Company where the out...

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

Change of Control. A Change of Control shall occur; or

Change of Control. (a) If a Change of Control Triggering Event occurs, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Company shall send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Note Register with a copy to the Trustee or otherwise in accordance with the procedures of DTC, with the following information: (1) a Change of Control Offer is being made pursuant to this Section 1016 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) any Note not properly tendered will remain outstanding and continue to accrue interest; (4) unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date; (5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Date; (6) Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Notes pu...

Change of Control. “Change of Control” shall mean the occurrence of any of the following events:

Change of Control. For the purpose of this Agreement, a "Change of Control" shall mean:

Change of Control. The occurrence of a Change of Control; or

Change of Control. Any Change of Control shall occur.