Change in Control or Corporate Transaction Sample Clauses

Change in Control or Corporate Transaction. In the event of a Change of Control or Corporate Transaction, the provisions of Section 9 of the Plan shall apply to this Award of Restricted Stock Units.
Sample 1
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Change in Control or Corporate Transaction. In the event of a Change in Control (as defined on Appendix A) or a transaction described in Section 9 of the Plan, the Committee shall appropriately adjust the number of the RSUs and/or the securities on which the RSUs are based to reflect the impact of the Change in Control or other transaction on Shares so that the rights of the Participant are neither enlarged nor diminished. Without limiting the generality of the foregoing, such adjustment may include an adjustment so that upon settlement of the RSU upon or following such Change in Control or other transaction, the Participant will be entitled to receive the same consideration per Share that the shareholders receive in the Change in Control or other transaction.
Sample 1
Change in Control or Corporate Transaction. In the event of a Change in Control or a Corporate Transaction, each unvested Share shall, immediately prior to the effective date of the Change in Control or Corporate Transaction, automatically become full vested and nonforfeitable. / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / SIGNATURE PAGE TO RESTRICTED STOCK AGREEMENT Instructions: Print this page, sign Parts I and III, have your spouse sign and date Part II and return the completed page to the office of the Company's general counsel.
Sample 1
Change in Control or Corporate Transaction. In the event of a Change in Control (as defined on Appendix B) or a transaction described in Section 9 of the Plan, (a) the Committee shall appropriately adjust the number of the RSUs and/or the securities on which the RSUs are based to reflect the impact of the Change in Control or other transaction on Shares so that the rights of the Participant are neither enlarged nor diminished and (b) the Committee may (i) make appropriate adjustments to the Annual Performance Targets for the Performance for the Annual Performance Period in which the Change in Control or other transaction occurs, (ii) establish Annual Performance Targets for any Annual Performance Period that has not yet begun and (iii) may deem any or all Annual Performance Targets to have been met for any or all Annual Performance Periods that have not been completed. Without limiting the generality of the foregoing, such adjustment may include an adjustment so that upon settlement of the RSU upon or following such Change in Control or other transaction, the Participant will be entitled to receive the same consideration per Share that the shareholders receive in the Change in Control or other transaction.
Sample 1
Change in Control or Corporate Transaction 
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Related to Change in Control or Corporate Transaction

  • Corporate Transaction (a) Immediately prior to the consummation of any Corporate Transaction, the Repurchase Right shall automatically lapse in its entirety and the Purchased Shares shall vest in full, except to the extent the Repurchase Right is to be assigned to the successor corporation (or parent thereof) in connection with the Corporate Transaction.

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

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

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • 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.

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • 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 of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent;

  • 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).

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

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