COC Effective Date

COC Effective Date. Means the first date on which a Change of Control occurs during the term of this Agreement; provided, however, if (i) a Change of Control occurs, (ii) the Employee's employment is terminated by the Company or the subsidiary of the Company that is the Employee's primary employer, as applicable, other than for Cause or the Employee terminates his employment for Good Reason, in either case prior to the date on which the Change of Control occurs, and (iii) it is reasonably... demonstrated by the Employee that such termination of employment or such action by the Company or the subsidiary of the Company that is the Employee's primary employer, as applicable, triggering the Employee's right to terminate the Employee's employment for Good Reason (A) was at the request or direction of a third party who has taken steps reasonably calculated to effect the Change of Control, or (B) otherwise arose in connection with or in anticipation of the Change of Control, then for purposes of this Agreement "COC Effective Date" shall mean the date immediately prior to the date of such termination of employment by the Company or the subsidiary of the Company that is the Employee's primary employer, as applicable, or by the Employee for Good Reason. View More