Change In Control in KB; Minimum Shares Sample Clauses

Change In Control in KB; Minimum Shares. For avoidance of doubt, the parties hereto agree that: (a) the FHC Reorganization as contemplated by this Agreement shall not—in and of itself—be deemed as a “Change in Control” of KB, as such term is used in the Alliance/Joint Venture Agreements; (b) ING Bank’s exchange of its shares in KB for FHC Shares in connection with the FHC Reorganization shall not be deemed an “ING Break-up Event,” as such term is used in the SAA; and (c) notwithstanding each of events set out in paragraphs (v), (ix) and (x) of the definition of “KB Break-up Event” (as such term is used in the SAA) occurs or is constituted as a consequence of the FHC Reorganization, such occurrence or constitution shall not be deemed a “KB Break-up Event”. Notwithstanding the foregoing, Sections 2.3(c) shall be subject to and conditioned upon the rights and obligations of KB under the SAA being assigned to, and assumed by, the FHC upon the establishment of the FHC in accordance with Section 3.1(a) below. In the event that the SAA is not assigned to, and assumed by, the FHC for any reason whatsoever (including, without limitation, the failure to obtain approval from the Board of Directors of the FHC) in accordance with Section 3.1(a) below, then the provisions under Sections 2.3(c) shall be of no force or effect, and the ING Parties shall be entitled to exercise any and all rights under the Alliance/Joint Venture Agreements (other than the KBAM JVA) that arise or result from the FHC Reorganization, notwithstanding the consents provided under Section 2.1 above.
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Related to Change In Control in KB; Minimum Shares

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Change in Control Event XX (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any Vector Plan or Spinco Plan.

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

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • Deferral Pending Change in Control The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

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