Change in Control Covered Termination definition

Change in Control Covered Termination means a (i) a Covered Termination occurring during the two-year period commencing on the date of a Change in Control or (ii) an Anticipatory Termination.
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Change in Control Covered Termination means either a termination of employment by the Company without Cause or a voluntary resignation of employment for Good Reason; either of which occurring within one (1) month prior to, or thirteen (13) months following, the effective date of a Change in Control.
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Change in Control Covered Termination means a Covered Termination that occurs within the Change in Control Period.
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Examples of Change in Control Covered Termination in a sentence

  • Outplacement services for a 9-month period after (i) the date of the Participant’s Covered Termination or (ii) in the case of a Pre- Change in Control Covered Termination, the date of the Change in Control, in connection with the Participant’s efforts to obtain new employment under the outplacement program adopted by the Company.

  • If Grantee’s service as an employee of the Company terminates for any reason other than death, Disability, Retirement, a Change in Control Covered Termination or termination for Cause, then upon that termination Grantee shall forfeit all RSUs that have not become vested on or before the date of such termination, and no Shares shall be delivered nor payment made in respect of such RSUs.

  • Upon an individual employee’s Change in Control Covered Termination, such individual shall receive the following severance package: Cash Severance Benefits.

  • If such Covered Termination is a Change in Control Covered Termination, Executive will be entitled to receive an amount equal to Executive’s target Annual Bonus for the calendar year in which the Covered Termination occurs, multiplied by a fraction, (A) the numerator of which is the number of days in the calendar year in which the Covered Termination occurs during which Executive was employed by the Company and (B) the denominator of which is 365.

  • The Student shall use reasonable care to ensure that the DEVICE and accessories are not damaged.

  • Upon an individual’s Change in Control Covered Termination, such individual shall receive the following severance package:Cash Severance Benefits.

  • If a Participant’s employment is terminated for any reason other than pursuant to a Covered Termination or a Change in Control Covered Termination, such Participant shall not be entitled to the payment of any severance or other benefits under the Plan.

  • If Xxxxxxx’s service as an employee of the Company terminates for any reason other than death, Disability, Retirement, a Change in Control Covered Termination or termination for Cause, then upon that termination Grantee shall forfeit all RSUs that have not become vested on or before the date of such termination, and no Shares shall be delivered nor payment made in respect of such RSUs.


More Definitions of Change in Control Covered Termination

Change in Control Covered Termination means a Covered Termination occurring within the Protection Period applicable to a Participant.
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Change in Control Covered Termination means a (i) a Covered Termination occurring within the two-year period following a Change in Control or (ii) an Anticipatory Termination.
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Change in Control Covered Termination means a Covered Termination occurring within the two-year period following a Change in Control.
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Related to Change in Control Covered Termination

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Change in Control Date means the date on which a Change in Control occurs.

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • Change in Control means the occurrence of any of the following events:

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Qualifying Termination of Employment means a Participant’s Termination of Employment (i) by the Company without Cause or (ii) by the Participant with or without Good Reason or by reason of Retirement.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • CIC Qualifying Termination means, in each case, on or within twenty-four (24) months following a Change in Control, (i) a termination of the Executive’s employment by the Company without Cause, (ii) a termination of the Executive’s employment by reason of death or Disability, or (iii) a termination of the Executive’s employment by the Executive for Good Reason.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Change in Control Benefits means the following benefits:

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Change in Control Benefit means the benefit set forth in Section 4.1 below.

  • Severance from Service Date means the earlier of:

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Qualified Termination means the Executive’s employment by the Company is terminated, (i) by the Executive for Good Reason or (ii) by the Company for any reason other than for Cause, death, Disability, or retirement at or after age 65.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control or (iii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Qualifying Retirement means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age sixty-five (65), (Y) age fifty-five (55) with ten (10) Years of Service as a full-time employee of the Partnership or any of its Affiliates, or (Z) an age which, when added to such Years of Service of the Employee equals at least seventy-five (75), and (ii) previously delivered a written notice of retirement to the Partnership and on the date of retirement the Employee has satisfied the minimum applicable advance written notice requirement set forth below: By way of illustration, and without limiting the foregoing, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee later terminates employment at age fifty-nine (59), then the Employee’s retirement at age fifty-nine (59) would not constitute a Qualifying Retirement. However, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee terminates employment upon reaching age sixty (60), then the Employee’s retirement at age sixty (60) would constitute a Qualifying Retirement.

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.