Qualified Change in Control definition

Qualified Change in Control means a “change in the ownership” or “effective controlof the Corporation, or a “change in the ownership of a substantial portion of the assets” of the Corporation as defined in Treasury Regulation 1.409A-3(i)(5).
Qualified Change in Control means a Change in Control which qualifies as a change in the ownership or effective control of WellPoint or in the ownership of a substantial portion of the assets of WellPoint within the meaning of Section 409A(a)(2)(A)(v) of the Code.
Qualified Change in Control means a Change in Control that is also a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, within the meaning of Section 409A(a)(2)(A)(v) of the Code.

Examples of Qualified Change in Control in a sentence

  • In the event that any part of the consideration received by the Company or its shareholders in a Qualified Change in Control is being paid contingent upon future events or is paid upon release of escrow or holdback, the Bonus shall be paid to the Executive upon the actual receipt by the Company or its shareholders of such consideration.

  • Company and/or its security holders pursuant to a Qualified Change in Control (the “Bonus”).

  • For avoidance of doubt, the 1% shall be paid on any sum actually received by the Company and/or its security holders pursuant to such Qualified Change in Control.

  • The option will be subject to the following vesting - 25% of the Shares underlying the option will vest on the first anniversary of the date of grant and the remaining 75% will vest in 36 equal monthly installments thereafter, provided that any unvested part of the option will vest and become immediately exercisable upon consummation of a Change in Control or Qualified Change in Control (as defined below).


More Definitions of Qualified Change in Control

Qualified Change in Control means a Change in Control whereby (i) the acquiring party (or parties) in such Change in Control offers cash, in whole or in part, to some or all of the Company’s stockholders as consideration for the shares of capital stock of the Company held thereby, and (ii) the Fair Market Value as of the last trading day immediately preceding the Change in Control or the aggregate per share price payable by the acquiring party in such Change in Control for the Common Stock is greater than the Exercise Price. Any fraction of a share that becomes exercisable on any date will be rounded down to the next lowest whole number and any fraction of a share shall be added to the portion of the SAR Shares becoming exercisable on the following vesting date. Expiration Date October 4, 2023, subject to Section 6.
Qualified Change in Control means any Change in Control which occurs on or after the First Measurement Date and prior to the Second Measurement Date and in which the holders of the Company’s Common Stock will receive consideration in any form, having a value of $1.75 or more, per share of Common Stock.
Qualified Change in Control means a Change in Control transaction in which the Company is not the surviving entity or as a result of which the Company is no longer traded on a national securities exchange as contemplated by Section 6(a) of the Securities Exchange Act of 1933.
Qualified Change in Control means a “change in the ownership or effective control” of AMH II, or “change in the ownership of a substantial portion of the assets” of AMH II, as such terms are used in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”).
Qualified Change in Control means a Change in Control described in clause (i), (ii), (iii) or (iv) of the definition thereof set forth in the Plan.
Qualified Change in Control means a Change in Control other than a Change in Control occurring as a result of the consummation of the transactions contemplated by the Amended and Restated Transaction Agreement by and among Tronox Incorporated, Tronox Limited, Concordia Acquisition Corporation, Concordia Merger Corporation, Exxaro Resources Limited, Exxaro Holdings Sands (Proprietary) Limited and Exxaro International BV, dated as of April 20, 2012, as amended from time to time (the “Exxaro Transaction”). Provided; however, any modification or amendment to the Exxaro Transaction that results in Exxaro, or any of its affiliated entities, owning or controlling more than fifty percent (50%) of the stock of the combined company shall be deemed a Qualified Change of Control.
Qualified Change in Control means a Change-in-control in which the aggregate consideration (including all cash and the Fair Market Value of other property) received by the Company or its stockholders would provide a holder of Shares as of the Effective Date with at least the Minimum Return in respect of such Shares.