Change of Control Payment Event definition

Change of Control Payment Event means and shall be deemed to have occurred when one of the events described in paragraphs (i), (ii), (iii), or (iv) below occurs. For the purpose of this subsection (e), the term “Company” shall mean Devon Energy Corporation and any successor thereto.
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Examples of Change of Control Payment Event in a sentence

  • After the expiration of the 24-month period following a Change of Control Payment Event, then, this Section shall again apply until the occurrence of a subsequent Change of Control Payment Event.

  • During the 24-month period following a Change of Control Payment Event, these procedures shall apply only to the extent the claimant requests their application.

  • The following claim procedures shall apply until such time as a Change of Control Payment Event has occurred.

  • If a Change of Control Payment Event occurs by reason of an acquisition described in this paragraph (i), no additional Change of Control Payment Event shall be deemed to occur under this paragraph (i) by reason of subsequent changes in the holdings of such Person (except if the holdings of such Person are reduced to 50% or below and thereafter increase to more than 50%).

  • After the expiration of the 24-month period following a Change of Control Payment Event, then, these procedures shall again apply until the occurrence of a subsequent Change of Control Payment Event.

  • This Section shall have no application during the 24-month period following a Change of Control Payment Event as to a claim which is first asserted or first denied after the Change of Control Payment Event and, as to such a claim, the de novo standard of judicial review shall apply.

  • This Section shall not apply to fiduciary or Committee actions or interpretations which take place or are made during the 24-month period following a Change of Control Payment Event.

  • Plan Account balances will be paid within 90 days of the occurrence of a Change of Control Payment Event.

  • Unless otherwise distributed in accordance with the terms of a Scheduled In-Service Withdrawal, a Participant’s Account shall become payable at the time and in the form described in this Article upon the earlier to occur of the following events: (i) a Participant’s Separation from Service; (ii) a Participant’s Disability; (iii) a Change of Control Payment Event or (iv) the Participant’s death.

  • After the expiration of the 24-month period following a Change of Control Payment Event, these procedures shall again apply until the occurrence of a subsequent Change of Control Payment Event.(a)Denial of Claim.

Related to Change of Control Payment Event

  • Change of Control Payment Date has the meaning provided in Section 4.15.

  • Change of Control Payment has the meaning set forth in Section 4.01(b).

  • Change of Control Payments means the aggregate amount of all change of control or bonus payments that are payable by the Company and its Subsidiaries to any Person solely as a result of the consummation of the Closing, together with any employer-paid portion of any employment and payroll taxes related thereto; provided, however, that in no event shall any (a) retention payments made pursuant to any Employment Agreement or (b) any severance payments made to employees who are terminated on or after the Closing Date be considered Change of Control Payments.

  • Change in Control Payment shall have the meaning stated in Section 6.4 hereof.

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

  • Payment Event means any of the following:

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

  • 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 of Control Redemption Premium means 125%.

  • Change of Control Redemption Price shall have the meaning set forth in Section 7.3;

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

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

  • 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 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 Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

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

  • Change of Control Redemption Date shall have the meaning set forth in Section 7.2;

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

  • Asset Sale Prepayment Event shall not include any transaction permitted by Section 10.4 (other than transactions permitted by Section 10.4(b) and Section 10.4(o), which shall constitute Asset Sale Prepayment Events).

  • 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 Notes and the Securities issued together with the Notes), (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.

  • Prepayment Event means any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

  • Payment Event of Default means an Event of Default specified in Section 7.1(a).

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Potential Adjustment Event means any of the following:

  • Foreign Prepayment Event has the meaning assigned to such term in Section 2.11(g).