Change of Control Date. (a) The "Change of Control Date" shall mean the first date during the term of this Agreement on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then for all purposes of this Agreement the "Change of Control Date" shall mean the date immediately prior to the date of such termination of employment.
Change of Control Date. Change of Control Date means the date on which a Change of Control occurs.
Change of Control Date. (a) The “Change of Control Date” shall mean the first date during the term of this Agreement on which a Change of Control (as defined in Section 2) occurs; provided, that the Executive’s employment with the Company shall be considered to have occurred the Change of Control Date if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.
Change of Control Date. The Change of Control Date shall mean:
(i) The date on which the Employee and the Bank agree that the Change of Control has occurred; or
(ii) The date on which a transaction of the type referred to in Section 4.1 has been completed, either as of a date fixed by the parties to the transaction or on the filing date for articles of merger or similar documents filed with the State of Washington or a bank regulatory agency, if the filing date for such documents is set by law as the Effective Date for the transaction.
Change of Control Date. If a Change of Control occurs during the Employment Term Executive’s employment shall be terminated, and:
Change of Control Date. Any date upon which a Change of Control occurs. Closing Date. The date, not later than October 22, 2014, on which each of the conditions set forth in Section 9 is satisfied or waived. Code. The Internal Revenue Code of 1986, as amended. Co-Documentation Agents. Sumitomo Mitsui Banking Corporation and State Street Bank and Trust Company, acting as co-documentation agents.
Change of Control Date. For purposes of this Agreement, the term Change of Control Date shall mean the date upon which a Change of Control as defined in Section 7(a) hereof is deemed to have occurred.
Change of Control Date. (a) The “Change of Control Date” shall mean the first date during the term of this Agreement on which a Change of Control (as defined in Section 2) occurs; provided, that if the Executive’s employment is terminated (other than by voluntary resignation without Good Reason or by death or Disability) during the term of this Agreement and within 12 months prior to the Change of Control Date, the Executive’s employment with the Company shall be considered to have terminated on the date immediately following the Change of Control Date if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.
Change of Control Date. Change of Control Date" means the earlier of: (a) the Distribution Date (defined in the Master Separation Agreement as the date the Distribution is effective), or (b) the first date on which Southern ceases to control at least 33 1/3% of the common stock of Southern Energy then outstanding.
Change of Control Date. In the event the Manager so requires as set forth in the preceding sentence, from and after the Change of Control Date, (i) the Exchangeable Units and any shares of Class V Common Stock subject to such Mandatory Exchange shall be deemed to be transferred to the Manager on the Change of Control Date and (ii) each such Member shall cease to have any rights with respect to such Exchangeable Units and any shares of Class V Common Stock subject to such Mandatory Exchange (other than the right to receive shares of Class A Common Stock (or economically equivalent cash or equity securities in a successor entity) pursuant to such Mandatory Exchange). In the event the Manager desires to initiate the provisions of this Section 7.4(a), the Manager shall provide written notice of an expected Change of Control Transaction to all Members within the earlier of (x) five (5) Business Days following the execution of a definitive agreement with respect to such Change of Control Transaction and (y) ten (10) Business Days before the proposed date upon which the contemplated Change of Control Transaction is to be effected, including in such notice such information as may reasonably describe the Change of Control Transaction, subject to applicable Law, including the date of execution of such definitive agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for shares of Class A Common Stock in the Change of Control Transaction and any election with respect to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection with a Change of Control Transaction (which election shall be available to each Member on the same terms as holders of shares of Class A Common Stock). Following delivery of such notice and on or prior to the Change of Control Date, the Members shall take all actions reasonably requested by the Manager to effect such Mandatory Exchange, including taking any action and delivering any document required pursuant to this Section 7.4(a) to effect such Mandatory Exchange. Notwithstanding the foregoing, in the event the Manager requires the Members to exchange less than all of their outstanding Exchangeable Units (and to surrender a corresponding number of shares of Class V Common Stock for cancellation), each Member’s participation in the Change of Control Transaction shall be reduced pro rata.
