Change of Control Contract definition

Change of Control Contract means a Unit Corporation Key Employee Change of Control Contract entered into between Unit Corporation and the individual identified in such agreement as “Executive.”
Sample 1Sample 2Sample 3
Change of Control Contract means (a) any contract material to the business of the Company as conducted at Signing entered into by any Share Sale Company with any third party which requires the consent of such third parties to the relevant Local Buyer’s purchase of the share capital of the Share Sale Company, which grants such third parties the right to terminate such contract, or which in any other way places such third parties in a more favourable position due to the relevant Local Buyer’s purchase of the share capital of the Share Sale Company; and (b) any contract material to the business of the Company as conducted at Signing entered into by any Asset Sale Company with any third party which cannot, according to local Law or the terms of the contract, be assigned on Closing to the relevant Local Buyer without the consent of the contract party (collectively the “Change of Control Contracts”).
Sample 1
Change of Control Contract means all contracts entered into by the SPV with third parties and/or by the SELLER and/or the ORIGINAL SHAREHOLDERS with reference to the SPV, (i) which require a consent of such third parties to the transaction contemplated herein (and in this case the BUYER shall cooperate with the SELLER, in order to achieve the aforementioned consent), or (ii) which require any prior notification of the transaction contemplated herein to such third parties;
Sample 1

Examples of Change of Control Contract in a sentence

  • Notwithstanding the immediately preceding sentence, the terms of this Section 3.8 shall not be applicable to any benefits paid under a Change of Control Contract.

  • As partial consideration for this Agreement Employee hereby cancels and releases the Change of Control Contract and agrees that the Company hereafter has no obligation nor liability to Employee pursuant to such Change of Control Contract.

  • Without limiting the scope of the preceding sentence, as of the Effective Date, all prior understandings and agreements between the Parties relating to the subject matter hereof (including, without limitation, the Change of Control Contract) are hereby null and void and of no further force and effect.

  • The benefits payable under this Plan shall be inclusive of and offset by any other severance or termination payments (other than those made pursuant to a Change of Control Contract) made by an Employing Company, including, but not limited to, any amounts paid pursuant to federal, state, local or foreign government worker notification (e.g., Worker Adjustment and Retraining Notification Act) or office closing requirements.

  • In the event Executive's employment terminates during the Employment Period following a Change of Control of the Company subsequent to the Merger, Executive may elect to receive severance and retirement benefits under the terms of either this Employment Agreement or the Key Employee Change of Control Contract, but not under both Agreements.

  • Such Key Employee Change of Control Contract shall be applicable solely upon a Change of Control subsequent to the Merger (as such term is defined therein).

  • The benefits payable under this Plan shall be inclusive of and offset by any other severance or termination payments (other than those made pursuant to a Change of Control Contract) made by an Employing Company, including, but not limited to, any amounts paid pursuant to the Separation Benefit Plan of Unit Corporation and Participating Subsidiaries, federal, state, local or foreign government worker notification (e.g., Worker Adjustment and Retraining Notification Act) or office closing requirements.

  • Executive shall be provided the Key Employee Change of Control Contract of the Company that is provided to Peer Executives.

  • Group A chiefly comprises Germany (without the former East Germany), the UK, the Netherlands, Belgium, Scandinavia, and Ireland, whereas group B comprises Italy, Spain, the former East Germany, perhaps also Greece, Slovenia, the Czech Republic, and Portugal.

  • A Change of Control will have the same meaning as such term is defined in either the Company's (i) Key Employee Change of Control Contract, or (ii) Change of Control Severance Pay Plan.

Related to Change of Control Contract

  • 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.

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

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

  • 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.

  • Change of 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 of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • 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 of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

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

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

  • Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.

  • Company Change of Control means 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.

  • Non-Control Transaction means a merger, consolidation or reorganization of the Company where:

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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

  • Change of Control of the Company means 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 in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • Change in Control Date means 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.

  • 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.