Termination in Anticipation of a Change in Control Sample Clauses

Termination in Anticipation of a Change in Control. Executive shall be treated under § 6.1 as if Executive’s employment had been terminated without Cause or Executive had resigned for Good Reason during Executive’s Protection Period if:
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Termination in Anticipation of a Change in Control. If (1) a Change in Control occurs during the Agreement Term, AND (2) within one year prior to the CIC Date the Executive’s employment with the Company has been terminated either by the Company without Cause or by the Executive for Good Reason, then if the Executive can reasonably demonstrate that such termination of employment (i) was at the request of or with the express prior consent of a third party who has taken steps reasonably calculated to effect such Change in Control or (ii) otherwise arose in anticipation of such Change in Control, then all of the following shall take place:
Termination in Anticipation of a Change in Control. (a) Notwithstanding anything in the Agreement to the contrary, if, after the occurrence of a CIC Triggering Event but prior to a CIC Failure and prior to the third (3rd) anniversary of the Grant Date, Participant’s employment is terminated (other than by reason of Participant’s death) by the Corporation without Cause or by Participant for Good Reason, or if Participant’s employment is deemed to have been so terminated pursuant to Section 7.7(b), then: (i) the Three-Year Continued Employment Performance Goal will be deemed to have been achieved and the Restricted Period with respect to any Unvested Share Units then in effect will terminate as of the end of the day on the day immediately preceding Participant’s Termination Date (or, in the case of a qualifying termination pursuant to Section 7.7(b), the date all of the conditions set forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the case may be, of Section 7.7(b) are met); and (ii) all Deferred Share Units that thereby become Awarded Share Units will be released from the terms and conditions of the Agreement pursuant to Section 9 as soon as administratively practicable following such date.
Termination in Anticipation of a Change in Control. (a) An “
Termination in Anticipation of a Change in Control. If the Company terminates Executive's employment without Cause during the period commencing six (6) months prior to the earlier of (i) public announcement by the Company of a Change in Control, or (ii) the execution by the Company of a definitive agreement with regard to a Change in Control, and ending on (and including) the date of the Change in Control, such termination shall be regarded as a termination after such Change in Control for purposes of this Agreement, including without limitation, for purposes of Sections 5.5 and 9.
Termination in Anticipation of a Change in Control. (a) Notwithstanding anything in the Agreement to the contrary, if, after the occurrence of a CIC Triggering Event but prior to the occurrence of a CIC Failure or of the Change in Control triggered by the CIC Triggering Event and prior to [vesting date/condition], Xxxxxxx’s employment is terminated (other than by reason of Xxxxxxx’s death) by the Corporation without Cause or by Grantee for Good Reason, or if Xxxxxxx’s employment is deemed to have been so terminated pursuant to Section 7.5(b), then: (i) [the] [all remaining applicable] Continued Employment Performance Goal[s] will be deemed to have been achieved and the Restricted Period [or Periods] with respect to all then outstanding Unvested Shares, if any, will terminate as of the end of the day on the day immediately preceding Grantee’s Termination Date (or, in the case of a qualifying termination pursuant to Section 7.5(b), the date all of the conditions set forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the case may be, of Section 7.5(b) are met); and (ii) all Restricted Shares that thereby become Awarded Shares will be released and reissued by PNC pursuant to Section 9 as soon as administratively practicable following such date.
Termination in Anticipation of a Change in Control. If, before the Vesting Date, (1) a Change in Control has occurred, (2) the Company has terminated the Grantee’s Service without Cause during the year before the Change in Control was consummated but after a third party and/or the Company had taken steps reasonably calculated to effect a Change in Control, and (3) it is reasonably demonstrated by the Grantee that such termination of Service was in connection with or in anticipation of a Change in Control, all the Restricted Stock Units shall become fully and immediately vested, and all restrictions shall lapse, on the fifth business day before the date of consummation of a Change in Control of the Company.
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Termination in Anticipation of a Change in Control. If your employment is terminated by the Company without Cause within 90 days prior to a Change of Control and such termination (i) was at the request of a third party who had indicated an intention or had taken steps reasonably calculated to effect a Change of Control and who subsequently effectuates a Change of Control (a "Third Party") or (ii) otherwise occurred as a condition to, or in anticipation of, a Change of Control which actually occurs, then for all purposes of this Agreement, the date of a Change of Control for purposes of this Agreement shall mean the date immediately prior to the date of such termination of your employment and shall entitle you to the benefits provided under Section 4 of this Agreement as though it were a termination without Cause after a Change in Control.
Termination in Anticipation of a Change in Control. In the event that Grantee ceases to be an employee of the Corporation prior to the regularly scheduled award date for non-exceptional circumstances in early 2011 but Grantee has met the conditions for a Qualifying Termination in Anticipation of a Change in Control set forth in Section 4.5 and the Grant remains outstanding, but a Change in Control has not yet occurred, then:
Termination in Anticipation of a Change in Control. Anything in this Agreement to the contrary notwithstanding, if (i) a Change in Control occurs, (ii) the Executive’s employment with the Company is terminated by the Company before the Change in Control occurs in a manner and under circumstances that would be considered a termination by the Company without Cause if it had occurred during the Protected Period, and (iii) such termination of employment was made within one year at the request or suggestion of a third party that had taken steps reasonably calculated to effect the Change in Control, then such termination shall be treated under Section 4 of this Agreement as a termination by the Company without Cause during the Protected Period, except that the date of the actual Change in Control shall be treated as the Executive’s Date of Termination.
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