Partial Change in Control definition

Partial Change in Control means:
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Partial Change in Control means: (A) a consolidation or merger of Employer or a Company Entity, or other reorganization, with or into one or more entities which are not Company Entities, as a result of which less than 60% of the outstanding voting securities of the Resulting Corporation are, or are to be, owned by former shareholders of Employer as determined immediately prior to consummation of such transaction (excluding voting securities of the Resulting Corporation owned, or to be owned, by such shareholders by reason of their ownership prior to such transaction of securities of any entity other than Employer) and as a result of which the Continuing Directors constitute (i) more than 50% of the Board of Directors of the Resulting Corporation or (ii) exactly 50% of the Board of Directors of the Resulting Corporation if the transaction resulting in such event is a Permitted Transaction; (B) the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by Employer or any Person that a Person (other than a Company Entity) has become the Beneficial Owner, directly or indirectly, of securities of Employer representing 20% or more, but not more than 50% of the combined voting power of Employer's then outstanding securities if the transaction resulting in such ownership has been approved in advance by the Continuing Directors; or (C) the effective date of the merger of First Bank System, Inc. and U.S. Bancorp.
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Partial Change in Control means and include any transaction described in clause (i) or clause (ii) in the preceding paragraph, but without the proviso that KKR must liquidate 50% of its equity investment in the Company for cash consideration.
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Examples of Partial Change in Control in a sentence

  • If a Change in Control or a Partial Change in Control occurs during the Initial Term or any Renewal Term, the scheduled expiration date of the Initial Term or Renewal Term, as the case may be, shall be extended for a term ending on the 18-month anniversary of the Change in Control or Partial Change in Control.

  • If an agreement is entered into that will result in a Change in Control or Partial Change in Control, before the Change in Control or Partial Change in Control occurs the Compensation Committee of the Company's Board of Directors will accelerate the exercisability of any options you hold to acquire Company stock in accordance with the acceleration provisions of the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries.

  • In the event that a Partial Change in Control is followed by a Full Change in Control, commencing on the date of the Full Change in Control, provisions in this Agreement relating to a Full Change in Control shall supersede provisions relating to a Partial Change in Control if you are employed by the Company or its Affiliates on the date of the Full Change in Control.

  • If your employment with the Company is terminated without "Cause" (as defined in Section 8) within 18 months following a Change in Control or Partial Change in Control, you will receive the "Severance Payment" described below.

  • In addition, the Severance Payment will not be payable if your employment is terminated by you or the Company for any or no reason before a Change in Control or Partial Change in Control occurs or more than 18 months after a Change in Control or Partial Change in Control has occurred.

  • If your employment is terminated by the Company without Cause, or if you terminate your employment for Good Reason, within 18 months following a Change in Control or Partial Change in Control, the Company shall make a payment to you equal to 110% of the amount of any forfeitures that you experience as a result of your termination of employment under any of the Company's pension, or profit sharing plans.

  • The Severance Payment also will be payable if you terminate your employment for "Good Reason" (as defined in Section 7) within 18 months following a Change in Control or Partial Change in Control.

  • For purposes of this Agreement, "Good Reason" shall have different meanings depending on whether a Change in Control or a Partial Change in Control has occurred.

  • WHEREAS, the Executive and Playa Resorts have previously entered into an Executive Employment Agreement dated December 28, 2018 (the “Employment Agreement”); and WHEREAS, the Executive and Playa Management now desire to amend the Employment Agreement to eliminate certain payments to Executive following a Change in Control or Partial Change in Control.

  • If your employment is terminated by the Company without Cause, or if you terminate your employment for Good Reason, within 18 months following a Change in Control or Partial Change in Control, the Company shall arrange to provide you, for an 18-month period, with disability, accident, dental and group health insurance benefits substantially similar to those which you were receiving immediately prior to your termination.


More Definitions of Partial Change in Control

Partial Change in Control means any of the following events: (i) a Change in Ownership of Playa or Playa Resorts, determined in accordance with the definition of Change in Control immediately above, except that twenty percent (20%) replaces fifty percent (50%) in the definition of Change in Ownership of Playa or Playa Resorts; (ii) a Change in Ownership of Assets of Playa Resorts, determined in accordance with the definition of Change in Control immediately above, except that twenty percent (20%) replaces eighty-five percent (85%) in the definition of Change in Ownership of Assets of Playa Resorts; or (iii) a Change in Effective Control of Playa, determined in accordance with the definition of Change in Control immediately above, except that twenty percent (20%) replaces fifty percent (50%) in the definition of Change in Effective Control of Playa.
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Partial Change in Control means any of the following occurring after the date of this Agreement:
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Partial Change in Control means any of the following after the date hereof: (A) a consolidation or merger of Employer or a Company Entity, or other reorganization, with or into one or more entities which are not Company Entities, as a result of which less than 60% of the outstanding voting securities of the Resulting Corporation are, or are to be, owned by former shareholders of Employer as determined immediately prior to consummation of such transaction (excluding voting securities of the Resulting Corporation owned, or to be owned, by such shareholders by reason of their ownership prior to such transaction of securities of any entity other than Employer) and as a result of which the Continuing Directors constitute more than 50% of the Board of Directors of the Resulting Corporation; (B) the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by Employer or any Person that a Person (other than a Company Entity) has become the Beneficial Owner, directly or indirectly, of securities of Employer representing 20% or more, but not more than 50%, of the combined voting power of the Employer's then outstanding securities if the transaction resulting in such ownership has been approved in advance by the Continuing Directors; or (C) an event that would have constituted a Full Change in Control but was deemed to be a Partial Change in Control in accordance with the definition of Full Change in Control.
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Partial Change in Control means any of the following after the date hereof:
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Related to Partial Change in Control

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

  • 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 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(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 18.15(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).

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

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

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

  • 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.

  • 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.

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

  • Substantial Change means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.

  • Material Change in Content means the occurrence since the Launch Date of a material change in the content, composition or constitution of the Futures Contract or the Commodity.

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • 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).

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

  • Change in Control Event means any of the following:

  • Change in condition means a change in physical condition of the employee as well as any change

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

  • 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 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 Transaction means the occurrence of any of the following events:

  • 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.

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

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

  • Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.

  • 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.