Impact of a Change of Control Sample Clauses

Impact of a Change of Control. If a Change of Control of the Company occurs, all Award Shares will immediately vest.
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Impact of a Change of Control. If a Change of Control occurs, all unvested Awarded Shares will immediately and fully vest, but shall remain subject to the restrictions on transferability set forth in Section 2 of this Agreement until your service as a member of the Board of Directors of the Company has terminated. For purposes of this Agreement, a “Change of Control” shall mean the first of the following events to occur:
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Impact of a Change of Control. If a Change of Control occurs before completion of the Performance Period and before termination of the Participant’s Continuous Service, (i) if the Change of Control occurs during the first two fiscal years of the Performance Period, performance shall be deemed met at the Target Performance level and the Participant shall remain eligible to vest in the Target Award either by remaining in Continuous Service through the last day of the Performance Period (in which case vesting will occur on the last day of the Performance Period) or by virtue of an earlier termination of Continuous Service by reason of (A) death, (B) a termination by the Company due to the Participant’s Disability or for any other reason other than Cause, or (C) a termination by the Participant for Good Reason (in which case vesting will occur on the date of termination), and (ii) if the Change of Control occurs after the [ ] fiscal year, but before completion of the Performance Period, performance shall be deemed met at the greater of the Target Performance level and the level achieved based on [ ] over the first [ ] years of the Performance Period, and the Participant shall remain eligible to vest in such amount either by remaining in Continuous Service through the last day of the Performance Period (in which case vesting will occur on the last day of the Performance Period) or by virtue of an earlier termination of Continuous Service by reason of (A) death, (B) a termination by the Company due to the Participant’s Disability or for any other reason other than Cause, or (C) a termination by the Participant for Good Reason (in which case vesting will occur on the date of termination). The Deferred Stock Units which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “Vested Deferred Stock Units” and all Deferred Stock Units which are not Vested Deferred Stock Units are sometimes herein referred to as the “Unvested Deferred Stock Units.” ny-2037657 v3
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Impact of a Change of Control. Upon the occurrence of a Change of Control, unless otherwise provided in the applicable Agreement: (a) all then-outstanding Options and SARs shall become fully vested and exercisable, and all Full-Value Awards (other than performance-based Full-Value Awards) and all Cash Awards (other than performance-based Cash Awards) shall vest in full, be free of restrictions, and be deemed to be earned and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section 11.2 (any award meeting the requirements of Section 11.2, a “Replacement Award”) is provided to the Participant to replace such Award (any award intended to be replaced by a Replacement Award, a “Replaced Award”), and (b) any performance-based Full-Value Award or Cash Award that is not replaced by a Replacement Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable Performance Goals deemed achieved at the greater of (x) the applicable target level and (y) the level of achievement as determined by the Committee not later than the date of the Change of Control, taking into account performance through the latest date preceding the Change of Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period)).
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Impact of a Change of Control. If a Change of Control occurs, all unvested Restricted Stock Units will immediately and fully vest.
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Impact of a Change of Control. In the event of a Change of Control, if Section 4(a) applies to the Participant, the Performance Period will end as of the later of the date of the Change of Control and such termination, performance will be calculated as provided in Exhibit A, and payment will be made within two and one-half (2 ½) months following the later of the Change of Control or such termination; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of the Release and Covenants Agreement within sixty (60) days following such termination. For purposes of this Section 4(b)(i), the phrase “termination of employment” means a Separation from Service.
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Impact of a Change of Control. If a Change of Control occurs, all unvested Awarded Shares will immediately and fully vest.
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Related to Impact of a Change of Control

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Effect of Change of Control Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executed.

  • Change of Control There occurs any Change of Control; or