Change in Control Provisions definition

Change in Control Provisions means the following provisions of the Plan: the definitions of "GTE Benefits Programs," "GTE Benefits Protection Trust," and "Original Verizon Entities, " and the parenthetical phrase in the definition of "Residual Assets" in Article II; Section 9.16; the words "Except as otherwise provided herein," at the beginning of each of Sections 11.1, 11.2 and 11.3; this Section 11A.1; the proviso in Section 12.2(g); Section 12.2(h); the words "Except as otherwise provided in subsection (h) thereof," at the beginning of Section 12.3; and the second sentence of Section 14.8.
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Change in Control Provisions means (1) the last sentence of Section 4.04(c), (2) Section 5.03, and (3) this Section 5.04(b).
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Change in Control Provisions means the terms and provisions set forth in Appendix A.
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Examples of Change in Control Provisions in a sentence

  • The VMP is subject to all of the applicable terms and provisions of the EIP, as amended from time to time, including without limitation (i) Section 3 (Administration), (ii) Section 4 (Eligibility), (iii) Section 6(b)(vi) (Other Cash-Based Awards), (iv) Section 7 (Change in Control Provisions), (v) Section 8 (Claims Procedures), and (vi) Section 9 (General Provisions).

  • Subject to Section 7 of the Plan ("Change in Control Provisions"), an Award subject to this Section 6A shall vest only to the extent that the applicable Performance Goal or Goals, if any, have been attained.

  • If triggered, these Change in Control Provisions will result in millions of dollars in Proxy Penalties.

  • The Director Defendants knowingly caused the Company to issue a Preliminary Proxy that contained false and misleading statements and material omissions regarding the Change in Control Provisions and Proxy Penalties.

  • Except as otherwise provided in the Plan, including Section 11 (Change in Control Provisions) and Section 14(d) thereof, or in this Paragraph 8, if Participant’s employment with the Company or any Subsidiary or Affiliate terminates for any reason, the Award and all Restricted Stock Units (and any related Dividend Equivalents) held by Participant that are unvested or subject to restriction at the time of such termination shall be forfeited automatically.

  • The Board has embedded Change in Control Provisions in a number of executive compensation arrangements that trigger upon an unapproved change in the composition of the majority of the directors on the Board.

  • The Board has not identified any basis to support its determination not to approve any of the Marcato Nominees under the Change in Control Provisions.

  • The Change in Control Provisions provide the Board with the discretion to disable the provisions by approving the Marcato Nominees.

  • To the extent that any of the Plans or the Credit Agreement do not provide the Director Defendants with the ability to exercise their discretion to avoid the Proxy Penalties by approving or nominating the Marcato Nominees, those Change in Control Provisions are invalid and unenforceable under Delaware law.

  • And to the extent that the Board takes the position that certain agreements do not provide it with the discretion to avoid the Proxy Penalties by approving the Marcato Nominees, those Change in Control Provisions are invalid and unenforceable under Delaware law.


More Definitions of Change in Control Provisions

Change in Control Provisions. With respect to options granted in accordance with this Section 3.8, upon the occurrence of a change in control of the Company, as such term is defined in the 1994 Option Plan, the vesting of the options granted under Section 3.8 (a) (ii) would remain contingent upon the Executive's agreement to enter into and fully perform under a two-year employment contract with the Company or successor company, under substantially comparable compensation terms as are then current, provided, however, that said options would immediately vest upon the Company's or successor company's termination without cause of said employment contract or failure to agree to such an extension prior to the date of the change in control. In the event that, as a result of the aforementioned change in control, there no longer exists a public market for the Company's securities, the stock issued upon exercise of the options referenced in the preceding sentence would, upon vesting and exercise, be immediately purchased by the Company or successor company at the Change in Control Price, as defined in the 1994 Option Plan or, if greater, the fair value of the stock determined by the Company in good faith, such purchase price to be payable in cash in immediately available funds. The Company shall have the obligation to buy, and the Executive shall have the obligation to sell the stock covered by this Section 3.8 at the time and on the terms set forth herein.
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Related to Change in Control Provisions

  • Change in Control Protection Period means the period commencing on the date a Change in Control occurs and ending on the first anniversary of such date.

  • 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 Benefits means the following benefits:

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

  • 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.

  • 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 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 of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

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

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

  • 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.

  • Change in Control Agreement means any plan, program, agreement, or arrangement under which the Corporation or a Subsidiary agrees to provide benefits to the Optionee in the event he or she is terminated following a Change in Control, as applicable to the Optionee at the relevant time.

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

  • 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.

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

  • 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.

  • Change in Control Event means any of the following:

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • 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.

  • 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).

  • 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 Price means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

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