EXCEPTIONS FROM CHANGE IN CONTROL Clause Samples
The "Exceptions from Change in Control" clause defines specific circumstances or transactions that will not be considered a change in control under the agreement. For example, it may state that internal corporate restructurings, transfers to affiliates, or certain types of equity issuances do not trigger change in control provisions. This clause ensures that routine or strategic business activities do not unintentionally activate rights or obligations tied to a change in control, thereby providing clarity and stability for both parties.
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EXCEPTIONS FROM CHANGE IN CONTROL. A Change in Control shall not be considered to have taken place for purposes of this paragraph 4 in the event that both (1) the Change in Control shall have been specifically approved by all of the Current and Additional Directors (as defined above) and (2) the provisions of this Agreement remain in full force and effect as to Executive.
EXCEPTIONS FROM CHANGE IN CONTROL. A Change in Control shall not be considered to have taken place for purposes of this Section 4 in the event that both (1) the Change in Control shall have been specifically approved by at least two-thirds (2/3) of the Current and Additional Directors (as defined above) and (2) the successor company assumes this Agreement and appoints Executive to the same position at the successor corporation as Executive had with the Company immediately prior to the Change in Control; provided that if the successor corporation has a parent, the parent rather than the successor corporation must appoint Executive to the position with the same title and responsibilities as Executive had with the Company immediately prior to the Change in Control. Sales of the Company's Common Stock issued, beneficially owned or controlled by the Company shall not be considered in determining whether a Change in Control has occurred.
EXCEPTIONS FROM CHANGE IN CONTROL. A Change in Control shall not be considered to have taken place for purposes of this Section 4 in the event that both (1) the Change in Control shall have been specifically approved by at least two-thirds (2/3) of the Current and Additional Directors (as defined above) and (2) the successor company assumes this Agreement and appoints Executive to the same position at the successor corporation as Executive had with the Company immediately prior to the Change in Control; provided that if the successor corporation has a parent, the parent rather than the successor corporation must appoint Executive to the position with the same title and responsibilities as Executive had with the Company immediately prior to the Change in Control. Sales of the Company’s Common Stock issued, beneficially owned or controlled by the Company shall not be considered in determining whether a Change in Control has occurred. NOTIFICATION . Executive shall be notified in writing by the Company at any time that the Company anticipates that a Change in Control may take place. SPECIFIED EMPLOYEE . Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” as defined in Section 409A of the Code, Executive shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Section 409A, and which payment or provision is triggered by Executive’s termination of employment (whether such payments or benefits are provided to Executive under this Agreement or under any other plan, program or arrangement of the Company), until the earlier of (i) the date which is the first business day following the six-month anniversary of Executive’s “separation from service” (within the meaning of Section 409A of the Code) for any reason other than death or (ii) Executive’s date of death, and such payments or benefits that, if not for the six-month delay described herein, would be due and payable prior to such date shall be made or provided to Executive on such date. The Company shall make the determination as to whether Executive is a “specified employee” in good faith in accordance with its general procedures adopted in accordance with Section 409A of the Code and, at the time of the Executive’s “separation of service” will notify the Executive whether or not he is a “specified employee”. If the continued benefits provided under Sections 4(b)(iv)(A) and 4(b)(vi) are required to be delayed pursuant to...
EXCEPTIONS FROM CHANGE IN CONTROL. A Change in Control shall not be considered to have taken place for purposes of this Section 4 in the event that both (1) the Change in Control shall have been specifically approved by at least two-thirds (2/3) of the Current and Additional Directors (as defined above) and (2) the successor company assumes this Agreement and appoints Executive to the same position at the successor corporation as Executive had with the Company immediately prior to the Change in Control. Sales of the Company's Common Stock issued, beneficially owned or controlled by the Company shall not be considered in determining whether a Change in Control has occurred.