Change in Control or Liquidity Event Sample Clauses

Change in Control or Liquidity Event. In the event of a Change in Control (as defined in the Plan) or Liquidity Event, restrictions on Employee’s ownership and control of any then remaining restricted Shares shall lapse. “Liquidity Event” shall mean a merger, recapitalization or sale or disposition by the Sponsor and its Affiliates (including through a Public Offering) of Common Stock or other voting securities of the Company, in one or more transactions (whether related or unrelated), that results in Kohlberg Kravis Xxxxxxx and Co. L.P. and the Sponsor disposing of at least 90% of the maximum number of shares of Common Stock or other voting securities of the Company (or any resulting company after a merger) owned, directly or indirectly, by Kohlberg Kravis Xxxxxxx and Co. L.P. and the Sponsor from time to time.
Sample 1
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Change in Control or Liquidity Event. (a) In the event that on or before June 29, 2006, which is the 120th day following March 1, 2006, a Change in Control (as defined herein) shall occur or on or before June 29, 2006 an agreement is executed, the consummation of which would result in a Change in Control, Xxxxxx will pay to you, in a lump sum cash payment upon the closing of the transaction constituting such Change in Control or as soon as practicable thereafter, $650,000 less applicable taxes. Such amount shall be in addition to, and not in lieu of, other payments and benefits payable to you during the Transition Period.
Sample 1

Related to Change in Control or Liquidity Event

  • Change of Control Event (a) If a Change of Control Event occurs, each Holder will have the right to require the Issuer to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer shall offer to purchase such Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and additional amounts, if any, on the Notes repurchased, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • 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:

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

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

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

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

  • Liquidity Event The term “Liquidity Event” shall include, but shall not be limited to, (i) a Listing, (ii) a sale, merger or other transaction in which the Stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company, and (iii) the sale of all or substantially all of the Corporation’s Assets where Stockholders either receive, or have the option to receive, cash or other consideration.

  • 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.

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