Change in Business; Change in Control or Executive Office. Engage in any business other than the business purposes permitted by such Loan Party’s Charter Documents and any business substantially similar or related thereto (or incidental thereto); or cease to conduct business materially in the manner permitted by such Loan Party as of the Closing Date or the date such Loan Party becomes a party to this Agreement; or without Bank’s prior written consent, suffer or permit a Change in Control; or without twenty (20) days’ prior written notification to Bank, relocate its chief executive office or state of formation; or without Bank’s prior written consent, change the date on which its fiscal year ends.
Control Change. Notwithstanding [subsections 5.2(b)] above, if within twelve months after a Control Change the Employee’s employment is terminated by the Corporation (other than for Just Cause) or by the Employee for Good Reason, the Corporation shall pay, on the date of termination, to or to the order of the Employee by certified check the aggregate of the following amounts:
Change Control. All changes in the Packaging Process and/or the Supplier Bulk Specifications that are required to be undertaken, including any request from a competent Regulatory Authority or requested by either Party shall be handled in accordance with the change control provisions set forth in the Quality Agreement.
The Post-Transaction Corporation requiring the Executive to be based at any office or location more than 50 miles from the office or location where the Executive was employed immediately preceding the Change of Control, or requiring the Executive to travel on business to a substantially greater extent than required immediately prior to a Change of Control; or
Change of Control. For purposes of this Agreement, “Change of Control” of the Company shall have the same meaning as given it in the 2016 Plan.
Change in Control. For purposes of this Agreement, “Change in Control” means any of the following: # a transaction or series of transactions (other than an offering of our common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any person or related group of persons (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however, any change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the board of directors will not be deemed to constitute a change in control; or # the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of # a merger, consolidation, reorganization, or business combination, or # a sale or other disposition of all or substantially all of the Company’s assets
Change in Control. “Change in Control” means any of the following events: # when any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than an affiliate of Peapack or a Subsidiary or an employee benefit plan established or maintained by Peapack, a Subsidiary or any of their respective affiliates, is or becomes the beneficial owner (as defined in Rule 13d‑3 of the Exchange Act) directly or indirectly, of securities of Peapack representing more than thirty percent (30%) of the combined voting power of Peapack’s then outstanding securities (a “Control Person”), # upon the consummation of # a merger or consolidation of Peapack with or into another corporation (other than a merger or consolidation which is approved by at least two‑thirds of the Continuing Directors (as hereinafter defined) and the definitive agreement for which provides that at least two‑thirds of the directors of the surviving or resulting corporation immediately after the transaction are Continuing Directors (a “Non‑Control Transaction”), or # a sale or disposition of all or substantially all of Peapack’s assets, # if during any one (1) year period , individuals who at the beginning of such period constitute the Board (the “Continuing Directors”) cease for any reason to constitute at least a majority thereof or, following a Non‑Control Transaction, a majority of the board of directors of the surviving or resulting corporation; provided that any individual whose election or nomination for election as a member of the Board (or, following a Non‑Control Transaction, the board of directors of the surviving or resulting corporation) was approved by a vote of at least two‑thirds of the Continuing Directors then in office shall be considered a Continuing Director, or # upon a sale of # common stock of the Bank if after such sale any person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act) other than Peapack, an employee benefit plan established or maintained by Peapack or a Subsidiary, or an affiliate of Peapack or a Subsidiary, owns a majority of the Bank’s common stock or # all or substantially all of the Bank’s assets (other than in the ordinary course of business). No person shall be considered a Control Person for purposes of [clause (i) above] if # such person is or becomes the beneficial owner, directly or indirectly, of more than ten percent (10%) but less than twenty‑five percent (25%) of the combined voting power of Peapack’s then outstanding securities if the acquisition of all voting securities in excess of ten percent (10%) was approved in advance by a majority of the Continuing Directors then in office or # such person acquires in excess of ten percent (10%) of the combined voting power of Peapack’s then outstanding voting securities in violation of law and by order of a court of competent jurisdiction, settlement or otherwise, disposes or is required to dispose of all securities acquired in violation of law. Notwithstanding the foregoing, solely to the extent necessary to comply with Section 409A of the Code, a Change in Control shall not be deemed to occur under this Agreement unless it constitutes a “change in control” under Section 409A of the Code and the final regulations promulgated thereunder.
Change in Control. In the event of a Change in Control, all Restricted Stock Units which have not vested on the date of such Change in Control shall immediately vest.
Change of Control. Notwithstanding any provision of this Agreement to the contrary, if, within twelve (12) months following a Change of Control, the Award (or a substitute award) remains outstanding and the Participant incurs a Termination of Service without Cause or for Good Reason, the Award shall become immediately vested at target and all restrictions shall lapse upon such Termination of Service. For purposes of this Agreement, “Good Reason” means “Good Reason” as defined in the Participant’s Service Provider Agreement, if any, or if not so defined, the occurrence of any of the following events, in each case without the Participant’s consent: # a material reduction by the Company or any of its Affiliates of the Participant’s base salary, other than any such reduction that applies generally to similarly situated employees of the Company or # a relocation by the Company or any of its Affiliates of the principal place of the Participant’s employment or service outside a 50 mile radius from its current location; provided that, in each case, # the Participant shall provide the Company with written notice specifying the circumstances alleged to constitute Good Reason within 90 days following the first occurrence of such circumstances; # if possible, the Company shall have 60 days following receipt of such notice to cure such circumstances; and # if the Company has not cured such circumstances within such 60-day period, the Participant shall terminate his or her employment or service not later than 60 days after the end of such 60-day period.
Change of Control. If, as of the date of consummation of a Change of Control of Fate, the Acquirer of Fate in such Change of Control transaction is conducting on-going activities with respect to a Competing Product that are prohibited under [Section 5.10.1], the restrictions in [Section 5.10.1] shall not preclude the Acquirer from conducting such activities with respect to such Competing Product after the consummation of the Change of Control transaction, so long as during the applicable Exclusivity Period the Acquirer Segregates the program and activities related to the Competing Product from Fate’s activities under this Agreement in accordance with [Section 17.14.2].
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