Common use of Not a Change in Control Clause in Contracts

Not a Change in Control. The Parties acknowledge and agree that neither the consummation of the Separation, Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change in control,” “change of control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Parent Group or member of the SpinCo Group and except as provided in this Agreement or as otherwise required by applicable law or Individual Agreement, no provision of this Agreement shall be construed to accelerate any vesting or create an right or entitlement to any compensation or benefits on the part of any Employee.

Appears in 7 contracts

Samples: Employee Matters Agreement (Consensus Cloud Solutions, Inc.), Employee Matters Agreement (Consensus Cloud Solutions, Inc.), Employee Matters Agreement (XPO Logistics, Inc.)

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Not a Change in Control. The Parties acknowledge and agree that neither the consummation of the Separation, Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change in control,” “change of control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Parent Group or member of the SpinCo Group Group, and except as provided in this Agreement or as otherwise required by applicable law Law or Individual Agreement, no provision of this Agreement shall be construed to accelerate any vesting or create an any right or entitlement to any compensation or benefits on the part of any Employee.

Appears in 4 contracts

Samples: Employee Matters Agreement (Vestis Corp), Employee Matters Agreement (Aramark), Employee Matters Agreement (Vestis Corp)

Not a Change in Control. The Parties acknowledge and agree that neither the consummation of the Separation, Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change in control,” “change of control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Parent Encompass Group or member of the SpinCo Enhabit Group and except as provided in this Agreement or as otherwise required by applicable law Law or Individual Agreement, no provision of this Agreement shall be construed to accelerate any vesting or create an right or entitlement to any compensation or benefits on the part of any Employee.

Appears in 3 contracts

Samples: Employee Matters Agreement (Encompass Health Corp), Employee Matters Agreement (Enhabit, Inc.), Employee Matters Agreement (Enhabit, Inc.)

Not a Change in Control. The Parties acknowledge and agree that neither the consummation of the Separation, Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change in control,” “change of control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Parent Group or member of the SpinCo Group Group, and except as provided in this Agreement or as otherwise required by applicable law or Individual Agreement, no provision of this Agreement shall be construed to accelerate any vesting or create an any right or entitlement to any compensation or benefits on the part of any Employee.

Appears in 3 contracts

Samples: Employee Matters Agreement (Knife River Holding Co), Employee Matters Agreement (Mdu Resources Group Inc), Employee Matters Agreement (Knife River Holding Co)

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Not a Change in Control. The Parties acknowledge and agree that neither the consummation of the Separation, the Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change in control,” “change of control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Parent Group or member of the SpinCo Group and except as provided in this Agreement or as otherwise required by applicable law or Individual Agreement, no provision of this Agreement shall be construed to accelerate any vesting or create an a right or entitlement to any compensation or benefits on the part of any Employee.

Appears in 2 contracts

Samples: Employee Matters Agreement (Embecta Corp.), Employee Matters Agreement (Embecta Corp.)

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