Change in Control Transaction. Upon a contemplated transaction, occurring after the closing of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of March 7, 2007 among the Corporation and the other parties thereto, whereby the securities of the Corporation representing in excess of 50% of the voting power of the Corporation are acquired directly, or indirectly through one or more entities, by any “person” or “group” of Persons (as such terms are used in Section 13(d) of the Exchange Act), other than the Sponsors or their Permitted Transferees (as those terms are defined in the Stockholders’ Agreement) or (ii) a sale of all or substantially all of the assets of the Corporation (the “Change in Control Transaction”), the Committee may, but is not obligated to, provide for: (i) continuation or assumption of such outstanding Option under the Plan by the Corporation (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms with respect to Option Price, Term, exercise rights, adjustment of shares and other matters for such outstanding Options; (iii) upon written notice, provide that any outstanding Options must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent upon the consummation of the event), and at the end of such period, such Options shall terminate to the extent not so exercised within the relevant period; or (iv) cancellation of all or any portion of outstanding Options for fair value which shall equal the excess, if any, of the value of the consideration to be paid in the Change of Control Transaction to holders of the same number of Shares subject to such Options (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Options or portion thereof being canceled) over the aggregate Option Price or exercise price, as applicable, with respect to such Option or portion thereof being canceled.”
Change in Control Transaction. Enter into a Change in Control Transaction. For purposes of this Agreement, “Change in Control Transaction” means, except with respect to acquisitions by the Company in the normal course of business, the occurrence of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (except that the acquisition of voting securities by the Purchaser shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more than one-half of the members of the Board of the Company which is not approved by a majority of those individuals who are members of the Board on the date hereof (or by those individuals who are serving as members of the Board on any date whose nomination to the Board was approved by a majority of the members of the Board who are members on the date hereof), (c) the merger or consolidation of the Company or any subsidiary of the Company in one or a series of related transactions with or into another entity (except in connection with a reincorporation merger involving the Company or with respect to which the Company is the survivor), or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in (a), (b) or (c).
Change in Control Transaction. 3.1 In the event of a Change in Control Transaction, the Award will be subject to any change in control severance agreement or other agreement providing for change in control provisions between you and the Company (a “CIC Agreement”). If you are not a party to a CIC Agreement, the provisions of this Section 3 shall apply.
3.2 In the event of a Change in Control Transaction in which (i) the Unvested Units are not assumed, substituted for, or converted into an award of the acquiring or surviving corporation (or a publicly-traded parent thereof) in a manner which prevents dilution of your rights under the Award or (ii) the acquiring or surviving corporation (or parent thereof) is not publicly-traded, any Unvested Units shall become immediately and fully vested as of the date of the Change in Control Transaction.
3.3 In the event of a Change in Control Transaction in which your Unvested Units are assumed, substituted for, or converted into an award of the acquiring or surviving public corporation (or a publicly-traded parent thereof) and your employment is terminated within twenty-four (24) months following such Change in Control Transaction, other than (a) for Cause, (b) by reason of Retirement, death or Disability (which shall be governed by Section 2), or (c) by you without Good Reason, any Unvested Units shall become immediately and fully vested as of the date of your termination of employment.
Change in Control Transaction. Upon a contemplated transaction, whereby (i) the securities of the Corporation representing in excess of 50% of the voting power of the Corporation are owned directly, or indirectly through one or more entities, by any “person” or “group” of Persons (as such terms are used in Section 13(d) of the Exchange Act), other than the Sponsors or their Permitted Transferees (as those terms are defined in the Stockholders’ Agreement) or (ii) a sale of all or substantially all of the assets of the Corporation (the “Change in Control Transaction”), occurring after the date hereof and prior to the effective time of such Change in Control Transaction, the Committee may, but is not obligated to, provide for: (i) continuation or assumption of such outstanding Option under the Plan by the Corporation (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms for such outstanding Options; (iii) upon written notice, provide that any outstanding Options must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent upon the consummation of the event), and at the end of such period, such Options shall terminate to the extent not so exercised within the relevant period; or (iv) cancellation of all or any portion of outstanding Options for fair value which shall equal the excess, if any, of the value of the consideration to be paid in the Change of Control Transaction to holders of the same number of Shares subject to such Options (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Options or portion thereof being canceled) over the aggregate Option Price or exercise price, as applicable, with respect to such Option or portion thereof being canceled.
Change in Control Transaction. In the event of a Change in Control Transaction, any Unvested Units will accelerate in vesting and become Vested Units immediately prior to such transaction.
Change in Control Transaction. The dissolution or liquidation of the Corporation; a reorganization, merger or consolidation of the Corporation as a result of which the outstanding securities of the class then subject to Rights hereunder are changed into or exchanged for cash or property or securities not of the Corporation’s issue; or a sale of all or substantially all of the assets of the Corporation to, or the acquisition of stock representing more than twenty-five percent (25%) of the voting power of the capital stock of the Corporation then outstanding by, another corporation, bank, other entity or person. Code. The Internal Revenue Code of 1986, as amended.
Change in Control Transaction. At any time prior to the date of consummation of a Change in Control Transaction, the Committee may, in its absolute discretion, determine that all or any part of the Options granted under this Article II shall become immediately exercisable in full and may thereafter be exercised at any time before the date of consummation of the Change in Control Transaction (except as otherwise provided in Article II hereof, and except to the extent that such acceleration of exercisability would result in an “excess parachute payment” within the meaning of Section 280G of the Code). To the extent this Option has not been fully exercised before the date of consummation of the Change in Control Transaction, it shall terminate on such date, unless a provision has been made in writing in connection with such transaction for the assumption of this Option, or the substitution for this Option of options to acquire the voting stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option shall continue in the manner and under the terms so provided.
Change in Control Transaction. (i) If a Change in Control Transaction (as defined below) (x) closes while the Executive is employed by the Company hereunder or (y) (1) is “In Process” as of the date that Executive’s employment with the Company hereunder ends (“Date of Termination”) due to a termination by the Company without Cause and (2) closes within six (6) months following such Date of Termination, the Company shall pay to Executive an amount (the “Transaction Incentive Fee”) equal to 33-1/3% of the lesser of: (i) 10% of the Net Equity Value received by Parent or its shareholders, as applicable, in connection with the Change in Control Transaction, or (ii) $1,200,000. Notwithstanding the foregoing, the Company shall not be obligated to pay all or any part of the Transaction Incentive Fee in the event the Company terminates Executive’s employment with Cause pursuant to Section 9(a) or of any Voluntary Termination pursuant to Section 9(c). The Company shall pay the Transaction Incentive Fee to the Executive at substantially the same time(s) and in substantially the same installments, in substantially the same form and proportion of cash and non-cash consideration (such as equity or debt securities), and subject to the same restrictions, reductions, contingencies and limitations (including without limitation earnouts, escrows, holdbacks and indemnities) as the Net Equity Value is paid to Parent and/or its shareholders, as applicable, but in no event later than five (5) years after the Change in Control Transaction.
(ii) For purposes of this Agreement, “Change in Control Transaction” means (x) the sale of all or substantially all of the outstanding stock of Parent to any person, firm or entity or group of persons, firms or entities (a “Person”) other than Argentum Capital Partners II, L.P., a Delaware limited partnership, and/or any of its affiliates (collectively, “Argentum”), or (y) the sale or transfer of all or substantially all of the assets of Parent to a Person other than Argentum, in each case other than in a reorganization or recapitalization or other similar transaction among Parent and one or more of its affiliates, provided that for purposes of clause (x) and clause (y) above a Change in Control Transaction must constitute a Change in Control under Treasury Regulation Section 1.409A-3(i)(5). “Net Equity Value” means the net consideration actually received by Parent (in respect of its assets) and/or its shareholders (in respect of their stock, and not in respect of any other ...
Change in Control Transaction. Upon a Change in Control, the Options shall be subject to the provisions of the Plan regarding Change in Control.
Change in Control Transaction. (a) In the event of a closing, during the period commencing August 1, 1997 and ending July 31, 1998, of a transaction that includes a "Change in Control" of IPC and so long as Employee is not otherwise in breach of this Agreement, the Company will pay to the Executive a guaranteed bonus computed as follows: An incentive payment (the "Incentive Payment") calculated by multiplying the sum of Two Hundred Eighteen Thousand Dollars ($218,000.00) times an adjustment factor (as hereinafter specified) based on the price realized by the Company and/or the stockholders by virtue of the Change of Control, where "X" equals Eighteen ($18.00) dollars per share. -------------------------------------------------------------------------------- Change of Control Price Adjustment Factor -------------------------------------------------------------------------------- Transaction - Less than or equal to "X" 0.70 -------------------------------------------------------------------------------- Transaction - 116.67% "X" 1.00 -------------------------------------------------------------------------------- Transaction - 133.33% "X" 1.50 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Transaction - 150.00% "X" 2.00 -------------------------------------------------------------------------------- For amounts which fall between the percentages specified in the foregoing table, Company shall use a straight-line interpolation to determine the adjustment factor hereunder. The amount, if any, computed under Section 3.9(a) shall be payable in three (3) annual installments on the date fifteen (15) days following the date of closing of the transaction and upon each of the first two anniversaries of the closing date; provided, however, that if the Executive's employment terminates due to death, disability or discharge without cause prior to the second anniversary of such closing date, any remaining installments shall be due and payable upon termination of employment.
(b) For all purposes of this Agreement except Section 3.8, a "Change in Control" of IPC shall be deemed to have occurred upon the happening of any of the following events:
(i) the closing of a transaction that would result in the reorganization, merger or consolidation of IPC, respectively, with one or more other persons in which IPC is not the surviving entity;
(ii) the acquisition of substantially all of the assets o...
