Change in Control Amount shall have the meaning set forth in Section 4(e) hereof.
Change in Control Amount means an amount equal to the value of the Award calculated in accordance with Section 4 hereof, but determined as if the Performance Period ended on the Change in Control Date.
Change in Control Amount means, as to a Designated Employee, the dollar amount equal to three times the Designated Employee base salary (his gross annual salary, exclusive of any bonuses, but including any deferrals to a tax-qualified plan) in effect as of date of the occurrence of a Vesting Event under Section 1.21(e), minus one dollar.
Examples of Change in Control Amount in a sentence
The Change in Control Amount shall be distributed to the Participant on or promptly following the Change in Control Date.
Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
At the discretion of the Committee, all or any portion of the shares of Common Stock issued to the Participant in respect of Units awarded pursuant to Section 2(a) hereof, if any, and all or any portion of the proceeds received from the sale of such shares of Common Stock (or, in the event of Change in Control, all or any portion of the Change in Control Amount) shall be subject to forfeiture in accordance with the provisions of 15 U.S.C. ss.
Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
The Change in Control Amount shall be distributed to the Participant no later than thirty (30) days following the Change in Control Date.
More Definitions of Change in Control Amount
Change in Control Amount means: (a) with respect to any Dollar Note in existence as of the Change in Control Date, (i) all Fixed Principal Amounts and all accrued and future interest due or to become due with respect to such Dollar Note, (ii) the Contingent Principal Amount relating to the preceding fiscal year (to the extent not yet paid), and (iii) the Contingent Principal Amounts relating to the current and future fiscal years; provided, that the Contingent Principal Amounts for each of the respective current and future fiscal years shall be deemed, solely for purposes of calculating the Change in Control Amount, to be equal to the difference between (A) 15% of the Company's then LTM EBITDA and (B) the portions of the Fixed Principal Amount that would otherwise have been payable in the applicable Contingent Payments Measuring year, such differenced to be discounted at 10% per annum from the applicable Contingent Payment Dates to the Change in Control Date.] [SUBJECT TO REVIEW AND MUTUAL AGREEMENT]
Change in Control Amount has the meaning set forth in Section 1.2(a)(5)(i).
Change in Control Amount means: (A) in the event the Change in Control has occurred on or prior to December 31, 2016, Five Hundred Seventy-five Thousand Dollars ($575,000); or (B) in the event the Change in Control has occurred on January 1, 2017 or later, the lesser of (i) Five Hundred Thousand Dollars ($500,000); and (ii) the aggregate amount of all payments of the Base Salary, the Quarterly Bonuses and the Stock Bonus that would be otherwise be owed for the period beginning on the date of the Change in Control and ending on the last day of the Term. Employee will be deemed to be "Disabled" if, for physical or mental reasons, Employee is unable to perform the essential functions of Employee's duties under this Agreement for one hundred twenty (120) consecutive days, or one hundred eighty (180) days during any twelve (12) month period, as determined in accordance with this Section. The Disability of Employee will be determined by a medical doctor selected by written agreement of the Company and Employee upon the request of either party by notice to the other. If the Company and Employee cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether Employee has a Disability. The determination of the medical doctor selected under this Section will be binding on both parties. Employee must submit to a reasonable number of examinations by the medical doctor making the determination of Disability under this Section, and Employee hereby authorizes the disclosure and release to the Company of such determination. If Employee is not legally competent, Employee's legal guardian or duly authorized attorney-in-fact will act in Employee's stead under this Section, for the purposes of submitting Employee to the examinations, and providing the authorization of disclosure, required under this Section.
Change in Control Amount shall equal the greater of (a) 50% of the Principal Amount, or (b) (i) the amount which the Holder would be entitled to receive in the transaction constituting the Change in Control (assuming for such purpose that this Note had converted immediately prior to such Change in Control into the Preferred Shares and Warrants pursuant to Section 3(a) below, and that such Preferred Shares had simultaneously been converted into shares of Maker’s common stock (pursuant to the Certificate of Designation) and such Warrants had simultaneously been exercised for shares of Maker’s common stock (in a cashless exercise pursuant to the Warrants)), (provided that such amount shall be determined by valuing any non-cash consideration to be paid in the transaction constituting the Change in Control in accordance with Section 4(D) of the Certificate of Designation), less (ii) the Principal Amount. The Maker also promises to pay interest from the date of this Note until payment in full on the Principal Amount as set forth in Section 1 below; provided, however, that no interest shall be payable in the event this Note converts pursuant to Section 3 below. Capitalized terms used but not defined herein are used with the meanings given to them in the Note Purchase Agreement.
Change in Control Amount shall be comprised of, (i) the amount paid to the Executive pursuant to the provisions of Section 2(b) hereof, if applicable, PLUS (ii) at the Company's sole discretion, either (a) the "dollar value equivalent" of any Option Shares (as defined in Section 3(d) hereof) which are then exercisable (including any Option Shares as to which the Company accelerated the vesting schedule so that on or before the Change in Control of the Company such Option Shares are exercisable) or (b) a cash payment, or (c) any combination of either thereof. For purposes of computing the "Change in Control Amount" received by the Executive, the "dollar value equivalent" of any Option Shares shall be equal to the difference between (x) the consideration per share paid to the Company's stockholders in connection with the Change in Control of the Company and (y) the Exercise Price (as defined in Section 3(d) below) of such Option Shares which are then exercisable (including any Option Shares as to which the Company accelerated the vesting schedule so that on or before the Change in Control of the Company such Option Shares are exercisable).
Change in Control Amount means the aggregate amount due to the CIC Compensation Recipients as a result of the Merger (and, as applicable, the termination of their employment with the Company or any Subsidiary), pursuant to their respective employment or other agreements with the Company or any Subsidiary, copies of which have been delivered to Kenexa Technology, including, without limitation, any severance payments, transition bonuses, and payments in lieu of accrued but unused vacation time.
Change in Control Amount means (x) the lesser of (A) 4% of the Aggregate Proceeds, from a single or multiple transactions, in connection with any Change in Control or any sale, assignment, transfer or other disposition, not in the ordinary course, of the stock, assets or business of the Company or (B) $4,655,469, minus (y) $3,293,250; In determining the value of the non-cash total proceeds actually received by the Company or its shareholders pursuant to this Section VI.C(a), (x) securities that are traded on a United States national securities exchange or approved for quotation on the Nasdaq National Market or any similar system of automated dissemination of quotations of securities prices will be valued at 100% of the average closing price or last sale price, as applicable, on the 10 trading days prior to, but excluding the date of the Change in Control and (y) securities, assets or property (other than cash and securities valued in accordance with clause (x) hereof) will be valued in good faith by the Board of Directors of the Company;”