Change of Control Events. An “Event” shall be deemed to have occurred if:
(a) A majority of the directors of the Company shall be persons other than persons
(1) for whose election proxies shall have been solicited by the Board of Directors of the Company; or
(2) who are then serving as directors and who were initially appointed or elected by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal), or to fill newly created directorships created by the Board of Directors; provided, however, that a person shall not be deemed to be a director subject to clause (1) or (2), above, if his or her initial assumption of office occurs as a result of an actual or threatened election contest with respect to the threatened election or removal of directors (or other actual or threatened solicitation of proxies or consents) by or on behalf of any person other than the Board of Directors of the Company; or
(b) 30% or more of the outstanding voting stock of the Company or all or substantially all of the assets or stock of the Company is acquired or beneficially owned (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended, or any successor rule thereto), directly or indirectly, by any Person (other than by the Company, a subsidiary of the Company, an employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries, or by the Employee or a group of persons, including the Employee, acting in concert) or group of Persons, acting in concert, whether by acquisition of assets, merger, consolidation, statutory share exchange (other than a merger, consolidation or statutory share exchange described in clause (c)(i) or (ii), below), tender offer, exchange offer, or otherwise;
(c) The Company is merged into or consolidated with another corporation (other than a subsidiary of the Company) or a statutory share exchange for the Company’s outstanding voting stock of any class is consummated unless (i) a majority of the voting power of the voting stock of the surviving corporation is, immediately following the merger, consolidation or statutory share exchange, beneficially owned, directly or indirectly, by the Employee (or a group of Persons, including the Employee, acting in concert) or (ii) immediately following the merger, consolidation or statutory share exchange, more than 50% of the voting power of the voting stock of the surviving corporation is beneficially owned, dir...
Change of Control Events. If the Executive's employment with the Company is terminated by either the Executive or the Company in accordance with Section 1(a) of this Agreement within two years after a Change of Control, in addition to the severance payment provided in Section 1(c), the Executive also shall be entitled to the Change of Control Payment provided in Section 2(c).
Change of Control Events. A “Change of Control Event” means any of the following events:
Change of Control Events. For purposes of this Agreement, a “Change in Control” of the Company occurs upon a change in the Company’s ownership, its effective control or the ownership of a substantial portion of its assets, as follows:
Change of Control Events. For purposes of Article VII of the Plan as it applies to the RSU’s awarded in this letter, notwithstanding the definitions in Article VII, a “Change of Control” and “Potential Change of Control” shall have the meanings assigned to “Change in Control Events” under Section 409A of the Internal Revenue Code and related regulations of the Secretary of the United States Treasury. Article VII of the Plan shall be administered with respect to the RSU’s so that it complies in all respects with Section 409A and related regulations. DEERE & COMPANY By:
Change of Control Events. (a) Where there is a transaction, event or state of affairs that, in the Board’s opinion, is likely to result in a change in the Control of the Company or should otherwise be treated in accordance with this Rule (Change of Control Event), the Board may, in its absolute discretion, determine that all or a specified number of a Participant’s Performance Rights Vest and become exercisable or cease to be subject to restrictions (as applicable). For the avoidance of doubt, a Change of Control Event does not include an internal reorganisation of the structure, business and/or assets of the Group.
(b) Notwithstanding the default treatment set out in these Rules, the Board may specify in the Offer to the Participant (in accordance with Rule 2.2) an additional or different treatment that will apply to unvested Performance Rights where a Change of Control Event occurs. In determining a different change of Control treatment to apply to an Offer, the Board may preserve some or all of its discretions under this Rule 8.
Change of Control Events. For purposes of this Agreement, a "Change in Control" of the Company shall be deemed to have occurred if:
(a) Any "Person" (as defined in Section 2.2(a) below), other than (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Section 2.2(b) below), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing 33-1/3% or more of the combined voting power of the Company's then outstanding securities, or 33-1/3% or more of the then outstanding common stock of the Company, excluding any Person who becomes such a beneficial owner in connection with a transaction described in subparagraph (c)(1) below.
(b) During any period of two consecutive years (the "Period"), individuals who at the beginning of the Period constitute the Board of Directors of the Company and any "new director" (as defined in Section 2.2(c) below) cease for any reason to constitute a majority of the Board of Directors.
(c) There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, except if:
(1) the merger or consolidation would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or
(2) the merger or consolidation is effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acqui...
Change of Control Events. For purposes of Article VII of the Plan as it applies to the PSUs awarded in this letter, notwithstanding the definitions in Article VII, a “Change of Control” shall have the meanings assigned to “Change in Control Events” under Section 409A of the Internal Revenue Code and related regulations of the Secretary of the United States Treasury. Article VII of the Plan shall be administered with respect to the PSUs so that it complies in all respects with Section 409A and related regulations. Upon a Change of Control and a Qualifying Termination, as defined in accordance herewith, unvested PSUs will be cashed out at target grant on the basis of the Change of Control Price on the date of the Change of Control.
Change of Control Events. An "Event" shall be deemed to have occurred if:
Change of Control Events. (a) If at any time Cameron or Schlumberger, as appropriate (the “Notifying Party”), or any of their respective subsidiaries that own, directly or indirectly through one or more subsidiaries of that subsidiary, an interest in a Venture Entity (the “Affiliated Owners”), (a) receives a bona fide proposal from a third party (the “Change of Control Third Party”) regarding a transaction that, if consummated, would constitute or lead to a Change of Control Event with respect to the Notifying Party and (b) the Notifying Party determines to enter into negotiations with the Change of Control Third Party, then within three business days of such determination the Notifying Party shall give written notice thereof (the “Change of Control Notice”) to the other party (the “Other Party”), identifying the Change of Control Third Party. Prior to the expiration of the Election Period with respect to such Change of Control Notice, the Other Party shall have the right, at its sole discretion, by giving written notice thereof (a “Response Notice”) to the Notifying Party, effective upon the consummation of the Change of Control Event described in such Change of Control Notice, to irrevocably elect to: (i) maintain its interest in the Venture Entities; or (ii) dissolve the Venture as provided in Section 11.1(b). A failure by the Other Party to deliver a Response Notice prior to the expiration of such Election Period shall be deemed to be a Response Notice electing to maintain its interest in the Venture Entities. For purposes hereof, “Election Period” shall mean, with respect to any Change of Control Notice, a period of 20 calendar days following the receipt thereof by the Other Party; provided, however, that the Election Period may be extended with the express written consent of the Notifying Party after consideration in good faith of any request for extension thereof by the Other Party (taking into account all facts and circumstances, including the anticipated date of execution of definitive agreements with respect to the Change of Control Event) to facilitate negotiations with the Change of Control Third Party. In addition, the Notifying Party shall (i) provide a Change of Control Notice to the Other Party (A) within three business days of its determination to resume negotiations with any Change of Control Third Party identified in a previously delivered Change of Control Notice if the Notifying Party has subsequently informed the Other Party that negotiations with such Change ...
