Employing Company is Acquired by Another Entity (Change in Control) Sample Clauses

Employing Company is Acquired by Another Entity (Change in Control). If Participant is employed by a company or other legal entity where the Company ceases to own at least 50% of the voting power or value of the equity of the employing entity (hereinafter, a “change in control”), the unvested Award will continue to vest on schedule subject to all other provisions of this Agreement. For purposes of this Section 3(i), “Company” means Citigroup and its consolidated subsidiaries. In the event of a “Change of Control” (as defined in the Stock Incentive Plan) of Citigroup, the Committee, in its sole discretion may, subject only to the limitations specified in the Stock Incentive Plan and in Sections 9, 12, and 13 of this Agreement, take any actions with respect to awards (including this Award) that are permitted by the Stock Incentive Plan, including, but not limited to, making adjustments that it deems necessary or appropriate to reflect the transaction, or causing awards to be assumed, or new rights substituted therefor, by the surviving entity in such transaction.
Sample 1
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Employing Company is Acquired by Another Entity (Change in Control). If Participant is employed by a company or other legal entity where the Company ceases to own at least 50% of the voting power or value of the equity of the employing entity (hereinafter, a “change in control”), the outstanding portion of the Award will continue to be settled on schedule subject to all other provisions of this Agreement (including the requirements related to continued service). In the event of a “Change of Control” (as defined in the Stock Incentive Plan) of Citigroup, the Committee may, subject only to the limitations specified in the Stock Incentive Plan and in Sections 10, 13, and 14 hereof, take any actions with respect to awards (including the Award) that are permitted by the Stock Incentive Plan, including, but not limited to, making adjustments that it deems necessary or appropriate to reflect the transaction, or causing awards to be assumed, or new rights substituted therefor, by the surviving entity in such transaction.
Sample 1
Employing Company is Acquired by Another Entity (Change in Control). If Participant is employed by a company or other legal entity that is acquired by another entity in a transaction that is described in Section 409A(a)(2)(A)(v) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder (a “change in control”), the provisions of Section 6(h) shall apply[; provided, however, that if on the effective date of the change in control Participant has satisfied the conditions specified in Section 6(j), (k) or (l), the number of shares of restricted or deferred stock and Option shares that vest upon the change in control, and the period during which any Option shares may be exercised following the change in control, shall be as provided by Section 6(j), (k) or (l), and the distribution of shares that vest as a result of such change in control will occur on the effective date of the change in control.] The Committee, in its discretion, may accelerate the vesting of additional shares of restricted or deferred stock or Option shares in the event of a change in control.
Sample 1
Employing Company is Acquired by Another Entity (Change in Control). If Participant is employed by a company or other legal entity that is the subject of a transaction that [is described in Section 409A(a)(2)(A)(v) of the United States Internal Revenue Code of 1986, as amended and the regulations thereunder (the “Code”)] [is the subject of a transaction that constitutes [either] [a “change in the ownership of a substantial portion of a corporation’s assets” as described in Treas. Reg. § 1.409A-3(i)(5)(vii)] [a “change in ownership of a corporation” as described in Treas. Reg. § 1.409A-3(i)(5)(v)] [, or] [a “change in the effective control of a corporation” as described in Treas. Reg. § 1.409A-3(i)(5)(vi) [but excluding an event in sub-paragraph (2) thereof]], without substituting any higher percentage thresholds than the minimum that may be specified therein (except as necessary to satisfy the first of the two additional conditions described below in the case of a change in control of Citigroup) (hereinafter, a “change in control”), [all][ANY AMOUNT UP TO 99.9%] unvested [restricted stock][deferred stock][deferred cash] shall vest and become distributable on the effective date of the change in control[[all][ANY AMOUNT UP TO 99.9%] unvested Option shares shall become exercisable and may be exercised for a period of [XX YEARS/MONTHS] following the effective date of such change in control (but not later than the Option expiration date)]. [The Committee, in its discretion, may accelerate the vesting of additional [shares of restricted or deferred stock or Option shares][deferred cash] in the event of a change in control. [Notwithstanding anything in this Agreement to the contrary, in the event of a change in control of Citigroup, the accelerated vesting [and distribution of [restricted stock][deferred stock]][Option shares] provided in this section shall apply only if (1) the transaction also constitutes a “Change of Control” as defined in the Plan, and (2) not until Participant also experiences a [“separation from service”][termination of employment] as a result of the change in control[; provided, however, if Participant has satisfied the conditions specified in Section 6(j), (k) or (l) at any time prior to experiencing a “separation from service” as a result of a change in control of Citigroup, the distribution to Participant of [deferred stock] that vests under this Section 6(n) upon such “separation from service” will not occur until the originally scheduled vesting dates]]. For these purposes only, a [“separation from ser...
Sample 1
Employing Company is Acquired by Another Entity (Change in Control). If Participant is employed by a company or other legal entity that is acquired by another entity in a transaction that is described in Section 409A(a)(2)(A)(v) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder (a “change in control”), any unvested Option shares will vest immediately, and the Option may be exercised, subject to satisfaction of the Gxxxx Xxxxx Exercise Condition, until no later than the Option expiration date.
Sample 1
Employing Company is Acquired by Another Entity (Change in Control). If Participant is employed by a company or other legal entity other than Citigroup where Citigroup ceases to own, directly or indirectly, at least 50% of the voting power or value of the equity of the employing entity, the unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement, including, without limitation, the Citi Clawback, the General Clawback, and the Performance Vesting Condition in Section 4(a). A change in control of Citigroup Inc., as defined in the 2014 Stock Incentive Plan, in any successor stock incentive plan, or otherwise, will not cause the Award to vest or otherwise affect the vesting of the Award.
Sample 1
Employing Company is Acquired by Another Entity (Change in Control). (i) If Participant is employed by a company or other legal entity that is the subject of a transaction that is described in Section 409A(a)(2)(A)(v) of the United States Internal Revenue Code of 1986, as amended (the "Code")(hereinafter, a "change in control"),and the change in control is not, or is not the result of, a change in control of Citigroup, [ANY AMOUNT UP TO 100%] unvested [shares] will vest and vested but undistributed shares will become distributable to Participant on the effective date of the change in control][[ANY AMOUNT UP TO 100%] unvested Option shares shall become exercisable and may be exercised for a period of [XX YEARS/MONTHS] following the effective date of such change in control (but not later than the Option expiration date)]. [The Committee, in its discretion, may accelerate the vesting of additional [shares][Option shares] in the event of a change in control.
Sample 1
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Related to Employing Company is Acquired by Another Entity (Change in Control)

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • 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 OF THE CORPORATION Change in Control of the Corporation" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

  • 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:

  • 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.

  • Termination Related to a Change in Control The following provisions shall survive the expiration of the Term of this Agreement and the termination of Executive’s employment.

  • 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.

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

  • Following a Change in Control If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

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