Qualifying Change of Control Sample Clauses

Qualifying Change of Control. This Section 6 shall specify the effect of a Qualifying Change of Control upon this Performance Grant Agreement. In the event of the Participant’s involuntary termination by the Company or a Dominion Company without Cause (as defined in the Employment Continuity Agreement between the Participant and the Company) within two years following a Qualifying Change of Control, a number of the Performance Share Units will be paid to the Participant equal to the greater of (i) the Target Amount or (ii) the number of units that would be earned at the end of the Performance Period if the predicted performance used for determining the compensation cost recognized by the Company for this award for the latest financial statement filed with the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q immediately prior to the termination of employment was the actual performance for the Performance Period. Payment will occur on or as soon as administratively feasible (but in any event within sixty (60) days) following the termination of employment. Any potential Performance Share Units not paid in accordance with the terms of this Section 6 will be forfeited.
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Qualifying Change of Control. Upon a Qualifying Change of Control prior to the end of the Performance Period, provided the Participant has remained continuously employed with the Company or a Dominion Company from the Date of Grant to the date of the Qualifying Change of Control, a number of the Goal-Based Stock shares will be issued to the Participant equal to the greater of (i) the Target Amount or (ii) the number of shares that would be issued at the end of the Performance Period if the predicted performance used for determining the compensation cost recognized by the Company for this Award for the latest financial statement filed with the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q immediately prior to the Qualifying Change of Control was the actual performance for the Performance Period (in either case, the “COC Payout Amount”). The Goal-Based Stock shares will be issued on or as soon as administratively feasible (but in any event within sixty (60) days) following the Qualifying Change of Control date. If a Qualifying Change of Control occurs prior to the end of the Performance Period and after a Participant has Retired or been involuntarily terminated without Cause pursuant to Section 5(a) above, then the Participant will receive a pro-rated payout of the Participant’s Goal-Based Stock Award, equal to the COC Payout Amount multiplied by the fraction set forth in Section 5(a) above, with shares being issued on or as soon as administratively feasible (but in any event within sixty (60) days) after the Qualifying Change of Control date. Any potential shares of Goal-Based Stock not issued in accordance with the terms of this Section 6 will be forfeited.
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Qualifying Change of Control. For purposes of this Agreement and the Plan, the Committee has determined that the Closing of the Merger pursuant to its current terms would be a Change of Control that constitutes a “Qualifying Change of Control” pursuant to which a “Successor Entity” will “Assume and Maintain” this Award of Units. Thus, the provisions of Section 6(b) of this Agreement, which provides special rules for the vesting of the Units upon certain terminations of employment within 12 months following a Change of Control, will apply following the Closing.
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Qualifying Change of Control. Notwithstanding anything herein to the contrary, in the event of a Qualifying Change of Control as defined below, then, without any action by the Board or any Committee of the Board, this Option shall become immediately exercisable to the extent of 100% of the aggregate number of shares specified herein, less any shares or securities previously purchased by Participant pursuant to an exercise pursuant hereto. For purposes of this Paragraph 6(c), a “Qualifying Change of Control” includes any Change of Control if (i) immediately prior to the Change of Control, any Series A Preferred Stock of the Company, any Series B Preferred Stock of the Company or any Conversion Shares shall remain outstanding and (ii) in connection with such Change of Control, a majority of the sum of the shares of then outstanding Series A Preferred Stock of the Company, Series B Preferred Stock of the Company and Conversion Shares, taken as a whole, is Exchanged for Consideration with a Per Share Value equal to or in excess of the Threshold Price. Solely for purposes of determining whether a majority of the sum of the shares of then outstanding Series A Preferred Stock, Series B Preferred Stock and Conversion Shares shall have been Exchanged, the number of then outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall be deemed to be the total number of Conversion Shares into which such outstanding Series A Preferred Stock and Series B Preferred Stock is then convertible. Notwithstanding anything herein stated, for purposes of this definition, no Qualifying Change of Control shall be deemed to have occurred following the closing of a “Qualified Public Offering,’ as defined in the Amended and Restated Certificate of Incorporation of the Company. For purposes of the definition of “Qualifying Change of Control”, the following terms shall have the following meanings:
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Qualifying Change of Control. Notwithstanding Section 9 of the Plan, upon the occurrence of the Qualifying Change of Control prior to the In-Service Date, 100% of the Award shall be forfeited.
Sample 1
Qualifying Change of Control. Upon the occurrence of the Qualifying Change of Control on or after the In-Service Date, 100% of the unvested Performance Share Units shall vest upon the closing date of such Qualifying Change of Control, provided Grantee has continued in the employment of the Company or its Affiliate through such date.
Sample 1
Qualifying Change of Control. In the event the Company considers a Qualifying Change of Control (as defined in the Notes after giving effect to this Amendment), the Company shall offer the Lead Investor or any of its Affiliates to sign a confidentiality agreement in a form and substance that is reasonably acceptable to such parties and consistent with other parties signing a confidentiality agreement in connection with the due diligence of a Qualifying Change of Control, in order to enable the Lead Investor and/or any of its Affiliates to conduct due diligence with respect to such Qualifying Change of Control.
Sample 1
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Related to Qualifying Change of Control

  • Termination Following Change in Control If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

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

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

  • 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.

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