Existing CIC Agreement definition

Existing CIC Agreement shall have the meaning set forth in the recitals hereof.
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Examples of Existing CIC Agreement in a sentence

  • Effective as of the Effective Date, the Existing CIC Agreement shall terminate and shall cease to be of any further force or effect.

  • Effective as of the Effective Date, the Existing CIC Agreement shall terminate and shall cease to be of any further force or effect and the Executive waives all rights that may have accrued thereunder.

  • The Existing CIC Agreement shall be of no further force or effect upon the occurrence of the Separation and the Executive waives all rights that may have accrued thereunder.

  • The Existing CIC Agreement is hereby terminated and replaced in its entirely by this Agreement; and the Existing CIC Agreement shall be of no further force and effect.

  • The Existing CIC Agreement shall continue in effect in accordance with its terms, subject to any termination thereof in accordance with its terms.

  • No benefits shall be provided under this Agreement to the extent already provided under the Existing CIC Agreement.

  • This Agreement does not supersede the Existing CIC Agreement but is an additional benefit being entered into between the Executive and the Company.

  • However, in the event of a subsequent change in the ownership or effective control of Newco following the Merger, if any payments under this Agreement at any time would constitute “excess parachute” payments under Section 280G Code, Newco’s obligations to you with respect to such payments will be determined in accordance with applicable provisions of your Existing CIC Agreement which require that you be provided with a gross-up for any excise taxes imposed under Sections 280G and 4999 of the Code.

  • You further understand that the Merger will not constitute a “Change in Control” of the Company as defined under your Existing CIC Agreement.

  • This Agreement and the Existing CIC Agreement constitute the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior negotiations, discussions, writings and agreements between them with respect to that subject matter.