Change in Control Termination Event definition

Change in Control Termination Event means the Executive’s employment or other services are terminated by the Company or the Parent Company (unless under Section 15(a))or by the Executive for Good Reason pursuant to Section 15(c) hereof, in either case within the twelve (12) month period immediately following a Change in Control.
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Change in Control Termination Event is defined in Section 7.02(e)(i).
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Change in Control Termination Event means that (i) you are terminated by the Company or its successor other than for Cause or (ii) you terminate your employment with the Company or its successor for Good Reason (as defined below), in either case prior to the second anniversary of the effective date of a Change in Control, provided that in the case of clauses (i) and (ii) above you are employed by the Company on the date of the Change in Control.
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Examples of Change in Control Termination Event in a sentence

  • If the termination pursuant to this Section 15 (unless under section 15(a)) constitutes a Change in Control Termination Event, the Executive shall receive Salary and Target Bonus from the PXXXX Termination Date through notice period, payable in accordance with the Company’s then current payroll practice.

  • Sattari said that she really wishes that she had pushed because now her daughter has been left behind and she needs to have the push to allow them to move forward because the preschool is too chaotic and the child needs to have the structure not the socialization aspect of the schooling.

  • If the Executive shall terminate employment prior to December 31, 2024 (December 31, 2025 in the event of an Option Year) and such termination shall not constitute a Change in Control Termination Event, or the death of the Executive, the unearned portion of the Special Long-Term Equity Grant shall be forfeited.

  • In addition, in the event of a Change in Control Termination Event, as consideration for compliance with the Restrictive Covenants in Section 11(c) hereof, Executive shall be entitled to: (i) the payment of one (1) times Executive’s Base Salary for the year in which such termination shall occur; and (ii) the payment of one (1) times Executive’s highest Annual Bonus for the preceding three years.

  • If a Change in Control Termination Event occurs during the Term, the Agreement shall not expire until all termination benefits of Section 4 have been paid.

  • The psychologist shall terminate a pro- fessional relationship when it is reasonably clear that the client is not benefitting from the relationship.

  • Unless earlier vested, all of the Stock Grant Shares and DEUs will vest immediately upon the date of a Change in Control Termination Event (as defined below) as set forth herein.

  • Such consideration must be in accordance with the requirements of the Chapter 78 of the NEVADA REVISED STATUTES and the Articles of Incorporation and Bylaws of the Company, must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Plan Administrator for that purchase.

  • If a Change in Control Termination Event occurs, the performance-based Stock Grant Shares will vest at the higher of (i) 100% of the Target Amount with respect to such shares and (ii) the average payout percentage of the Target Amount earned under similar awards of performance-based Stock Grant Shares for the last three completed years prior to the date of the Change in Control Termination Event, plus any DEUs credited to you pursuant to Section 2(b).

  • Subject to the delay in distribution to certain officers set forth in Section 11, if applicable, underlying shares of Common Stock shall be issued to you as soon as administratively practicable after the Change in Control Termination Event.


More Definitions of Change in Control Termination Event

Change in Control Termination Event means the occurrence of a Termination Event during the Change in Control Period.
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Change in Control Termination Event means the Executive’s employment or other services are terminated by the Company or the Parent Company (unless under Section 15(a))or by the Executive for Good Reasonpursuant to Section 15(c) hereof, in either case within the twelve (12) month period immediately following a Change in Control.
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Change in Control Termination Event means that you are terminated by WestRock or Ingevity or either of their successors other than for Cause or you terminate your employment with WestRock, Ingevity or either of their successors for Good Reason (as defined below) within 1 year following a Change in Control (as defined below), provided that you are employed by WestRock or Ingevity on the date of the Change in Control. A “Change in Control” means the consummation of any reorganization, merger, consolidation or share exchange unless the persons who were the beneficial owners of the outstanding shares of the common stock of WestRock or Ingevity immediately before the consummation of such transaction beneficially own more than 50% of the outstanding shares of the common stock of
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Change in Control Termination Event means that (i) you are terminated by the Company or its successor other
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Change in Control Termination Event means the Executive's employment or other services are terminated at the discretion of the Company pursuant to Section 14(b) hereof or by the Executive for Good Reason pursuant to
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Related to Change in Control Termination Event

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

  • Company Termination Event has the meaning set forth in Section 10 hereof.

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

  • 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 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.

  • 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 of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Early Termination Event has the meaning specified in Section 9.2.

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

  • Potential Termination Event means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

  • 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.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • 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.

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

  • 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.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Swap Termination Event means any event defined as a “Swap Termination Event” in the Interest Rate Swap Agreement.