Change in Control Events. For purposes of this Agreement, "Change in Control" shall be defined as: (1) the adoption of a plan of merger or consolidation of the Company with any other corporation as a result of which the holders of the outstanding voting stock of the Company as a group would receive less than fifty percent (50%) of the voting stock of the surviving or resulting corporation; (2) the adoption of a plan of liquidation or the approval of the dissolution of the Company; or (3) the sale or transfer of substantially all of the assets of the Company.
Change in Control Events. (a) Upon the occurrence of a Change in Control Event (as defined below), regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan), except to the extent specifically otherwise provided in another agreement between the Company and the Participant, all of the then unvested Units become vested upon the consummation of the Change in Control Event without any action on the part of the Company, the acquiring or succeeding corporation or the Participant.
(b) For purposes of this Agreement, “Change in Control Event” means:
Change in Control Events. (a) Upon the occurrence of a Change in Control Event (as defined below), regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan), except to the extent specifically otherwise provided in another agreement between the Company and the Participant, one-half of the number of then unvested Units become vested if, on or before the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding corporation is terminated for Good Reason (as defined below) by the Participant or is terminated without Cause (as defined below) by the Company or the acquiring or succeeding corporation.
(b) For purposes of this Agreement, “Change in Control Event” means:
Change in Control Events. In the event that the FSAM Master Agreement or any Transaction thereunder is subject to a provision specifying that an Additional Termination Event shall occur if FSAM is no longer an Affiliate of or otherwise controlled by Financial Security Assurance Holdings Ltd., such Additional Termination Event shall no longer be applicable or be of any force or effect.
Change in Control Events. (a) Upon the occurrence of a Change in Control Event (as defined below), regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan), except to the extent specifically otherwise provided in another agreement between the Company and the Participant, one-half of the number of then unvested Units become vested if, on or before the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding entity is terminated for Good Reason (as defined below) by the Participant or is terminated without Cause (as defined below) by the Company or the acquiring or succeeding entity. If the effective date of such termination occurs after the Final Multiplier has been determined, then each Unit becoming vested under this Section 13(a) is automatically converted into Shares at a rate determined based on the application of the Final Multiplier. If the effective date of such termination occurs before the Final Multiplier has been determined, then each Unit becoming vested under this Section 13(a) shall remain outstanding until the Final Multiplier has been determined, at which time such vested Unit is automatically converted into Shares at a rate determined based on the application of the Final Multiplier.
(b) For purposes of this Agreement, “Change in Control Event” means:
Change in Control Events. (a) Upon the occurrence of a Change in Control Event (as defined below), regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan), except to the extent specifically otherwise provided in another agreement between the Company and the Participant, this option becomes vested and exercisable with respect to one-half of the number of Shares subject to the then unvested portion of this option if, on or before the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding entity is terminated for Good Reason (as defined below) by the Participant or is terminated without Cause (as defined below) by the Company or the acquiring or succeeding entity.
(b) For purposes of this Agreement, “Change in Control Event” means:
Change in Control Events. No amounts or benefits shall be payable or provided for pursuant to this Section 10 unless a Change in Control Event shall occur during the Term.
(a) For purposes of this Agreement, a "Change in Control Event" shall be deemed to have occurred if any of the following occur in one or a series of related transactions:
(i) Any "person" (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the "Exchange Act")) acquires or becomes a "beneficial owner" (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of FIC representing 30% or more of the combined voting power of FIC's securities entitled to vote generally in the election of directors ("Voting Securities") then outstanding or 30% or more of the shares of common stock of FIC ("Common Stock") outstanding, provided, however, that the following shall not constitute an Event pursuant to this Section 10(a)(i):
(A) any acquisition or beneficial ownership by FIC or a subsidiary of FIC;
(B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by FIC or one or more of its subsidiaries;
(C) any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 10 (a)(iii)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting power of FIC's then outstanding Voting Securities and (y) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, of FIC immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or
(D) any acquisition of Voting Securities or Common Stock directly from FIC; and;
Change in Control Events. In the event of a Change in Control occurring during the Retention Period, the forfeiture and repayment requirements described in Section 2 above (inclusive of any related requirements set forth in any Restricted Stock award agreement or other supplemental agreement by and between the Company and the Participant) and the Covenants set forth in Section 3 above shall terminate and be of no further effect; provided, however that the redemption of any interests in a Company Fund shall be subject to any such additional restrictions and limitations as may be imposed by the governing documents pursuant to which such Company Fund is organized and operated. For the avoidance of doubt, the provisions of the foregoing Sections 2 and 3 shall remain in effect per their terms in the event of any Corporate Transaction that is not a Change in Control.
Change in Control Events. (a) Upon the occurrence of a Change in Control Event (as defined below), regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan), except to the extent specifically otherwise provided in another agreement between the Company and the Participant, this option becomes vested and exercisable with respect to one half of the number of shares subject to the unvested portion of this option if, on or before the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding corporation is terminated for Good Reason (as defined below) by the Participant or is terminated without Cause (as defined below) by the Company or the acquiring or succeeding corporation.
(b) For purposes of this Agreement, “Change in Control Event” means: (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934) (a “Person”) of beneficial ownership of any capital shares or equity of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under such Securities Exchange Act) 50% or more of either (x) the then-
Change in Control Events. (Section 4.05 of the Plan.) In the event of one or more of the following Change in Control Events, distribution will be made of all of the Participant’s vested Accrued Benefit: ¨ a change in the ownership of the SCP Pool Corporation ¨ a change in effective control of SCP Pool Corporation ¨ a change in the ownership of a substantial portion of the assets of SCP Pool Corporation x all of the above
