Change in Control of Employer definition

Change in Control of Employer means the any one of the following with respect to a Participant employed by that Employer:
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Change in Control of Employer means the occurrence during the Term of any of the following events:
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Change in Control of Employer means (i) the acquisition by a person or an entity or a group of persons and entities, directly or indirectly, of more than fifty (50%) percent of Employer's common stock in a single transaction or a series of transactions (hereinafter referred to as a "50% Change in Control"); (ii) a merger or other form of corporate reorganization resulting in an actual or DE FACTO 50% Change in Control; or (iii) the failure of Applicable Directors (defined below) to constitute a majority of Employer's Board of Directors (the "Board") during any two (2) consecutive year period after the date of this Agreement (the "Two-Year Period"). "Applicable Directors" shall mean those individuals who are members of the Board at the inception of the Two-Year Period and any new director whose election to the Board or nomination for election to the Board was approved (prior to any vote thereon by the shareholders) by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the Two-Year Period at issue or whose election or nomination for election during such Two-Year Period was previously approved as provided in this sentence. If Employee desires to terminate this Agreement pursuant to this Section, Employee must, within ninety (90) days after the occurrence of events giving rise to the Good Reason, provide Employer with a written notice describing the Good Reason in reasonable detail. Such notice shall include the proposed termination date of this Agreement, which must be ninety (90) days from the date of the notice. Upon receipt of such notice from Employee, Employer may, at its option, require Employee to terminate employment at any time in advance of the expiration of such ninety (90) day period. The termination date under this Section 4.7 shall be the date specified by Employer, but in no event more than ninety (90) days after Employer's receipt of notice from Employee as contemplated by this Section 4.7. If (i) Employee terminates this Agreement pursuant to this Section 4.7, or (ii) Employer terminates this Agreement for any reason within twenty-four (24) months after a Change in Control of Employer, then Employee shall be entitled to compensation and/or benefits in accordance with, and subject to, the provisions of Section 5.7 hereof, but shall not be entitled to compensation under any other subsection of Section 5 hereof.
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Examples of Change in Control of Employer in a sentence

  • Employer and Executive hereby agree that if there is a Change in Control of Employer, then all of the Options and grants then issued and outstanding to Executive shall automatically and immediately become vested and exercisable (the “Vested Options”).

  • In addition, this Agreement will be considered terminated, and of no further force and effect, if Executive ceases to be a Board-elected officer or an appointed officer or a key employee (as determined by the Board of Directors of Employer in its sole discretion and reflected in the minutes of Board of Directors after notice to such Executive) of Employer prior to a Change in Control of Employer.

  • All of Executive's options granted under the Stock Option Plan shall vest immediately upon a Change in Control of Employer or AccuPoll.

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  • Notwithstanding the terms of the Plan and the Stock Option Agreements previously executed by Employee and Employer, upon the occurrence of a Change in Control as defined in Paragraph 7 of this Agreement, all stock options issued pursuant to the Previous Stock Option Grants shall accelerate and be deemed vested on the day prior to the Change in Control of Employer.

  • A conflict of interest results in a dispute when the effects on (at least) one of the parties are severe enough to motivate them to take further action.

  • In the event of a "Change in Control of Employer" (as defined below) during the Term, refer to Paragraph 13 below.

  • Notwithstanding the foregoing, if this Agreement is terminated in connection with a Change in Control of Employer, the payments to Employee under this Section shall be subject to the provisions of Section 5.8 below.

  • Employee may terminate Employee’s employment under this Agreement due to a Change in Control, of Employer.

  • Notwithstanding any contrary provision in this Agreement or any Stock Option or Incentive Compensation Plan then maintained by Employer, in the event of a Change in Control of Employer, all unvested stock options, stock appreciation rights, restricted stock and other incentive compensation awards held by Employee shall automatically vest and, in the case of stock options, become immediately exercisable.


More Definitions of Change in Control of Employer

Change in Control of Employer means a change in control of Employer of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as enacted and in force on the date hereof, whether or not Employer is subject to such reporting requirement; provided that, without limitation, such a Change of Control shall be deemed to have occurred if (i) any persons, other than those persons in control of Employer on the date hereof, acquires the power, directly or indirectly, to direct the management or policies of Employer or to vote twenty-five percent (25%) or more of any class of voting securities of Employer; or (ii) within any period of three (3) consecutive years during the Term of this Agreement, individuals who at the beginning, of such period constitute the Board of Directors of Employer cease for any reason to constitute at least a majority thereof.
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Change in Control of Employer shall be deemed to have occurred when any of the following events shall occur:
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Change in Control of Employer means (i) the sale, transfer or other exchange of the voting securities of either the Bank or CIB which would result in the ownership or control by any individual or entity of 40% or more of any class of voting security of the Bank or CIB; (ii) any transaction which results in the Bank or CIB being merged or consolidated with another financial institution or corporation that results in less than 60% of resultant bank or corporation's outstanding voting securities being owned in the aggregate by the former shareholders of the Bank or CIB; (iii) any transaction which results in the Bank or CIB substantially selling all of its assets to another financial institution or corporation which is not a wholly owned subsidiary or corporate affiliate of the Bank or CIB; or (iv) during any period of twenty-four (24) consecutive months, at least a majority of the board of directors of either the Bank or CIB ceases to consist of the same individuals who have served continuously on the respective Board since the beginning of such period or whose election, or nomination for election by the respective shareholders, were approved by a vote of at least two-thirds of the directors then still in office who have served continuously on the respective Board since the beginning of the period.
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Change in Control of Employer means: a merger transaction or sale of stock by existing shareholders of Employer to a single purchaser or group of affiliated purchasers, as a result of either of which actions shareholders of Employer's voting capital stock immediately prior to such transaction do not own at least a majority of the outstanding shares (or other equivalent evidence of ownership) immediately following such transaction; or, a sale of all or substantially all of Employer's assets to a third party. 15.
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Change in Control of Employer means (i) the acquisition by a person or an entity or a group of persons and entities, directly or indirectly, of more than fifty (50%) percent of Employer’s common stock in a single transaction or a series of transactions (hereinafter referred to as a “50% Change in Control”), (ii) a merger or other form of corporate reorganization resulting in an actual or de facto 50% Change in Control, or (iii) the failure of Applicable Directors (defined below) to constitute a majority of Employer’s Board of Directors (the “Board”) during any two (2) consecutive year period after the date of this Agreement (the “Two-Year Period”). Employer and Employee agree that the consummation of a corporate restructuring under Section 607.11045, Florida Statutes, involving Employer shall not constitute a Change in Control for purposes of this Agreement. “Applicable Directors” shall mean those individuals who are members of the Board at the inception of a Two-Year Period and any new director whose election to the Board or nomination for election to the Board was approved (prior to any vote thereon by the shareholders) by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the Two-Year Period at issue or whose election or nomination for election during such Two-Year Period was previously approved as provided in this sentence; or
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Change in Control of Employer as used in this section shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), whether or not Employer is then subject to such reporting requirement; provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Employer representing 25% or more of the combined voting power of Employer then outstanding securities; or (B) during any period of two consecutive years (the "Period"), individuals who at the beginning of the Period constitute the Board, including for this purpose any new director whose election or nomination for election by Employer's shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the Period, cease for any reason to constitute a majority thereof.
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Related to Change in Control of Employer

  • 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 of the Internal Revenue Code of 1986, as amended (the “Code”).

  • 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 of the Company means the occurrence of any of the following events:

  • 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.

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

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • 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.

  • Change in Control Event means any of the following:

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

  • 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.

  • Change in Control Benefits means the following benefits:

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary (other than a termination for Cause) or termination of employment by a Participant Employee for Good Reason.

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

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

  • 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).

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

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

  • Change in Control Benefit means the benefit described in Section 2.4.

  • 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.

  • Severance from Service Date means the earlier of:

  • 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 16.20(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(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 16.20(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).

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

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

  • Separation from Service means a “separation from service” (within the meaning of Section 409A).