Section 409A Change in Control Event definition

Section 409A Change in Control Event means a change in ownership or effective control of the Corporation, or in the ownership of a substantial portion of the assets of the Corporation, within the meaning of Section 409A(a)(2)(A)(v) of the Code.
Sample 1Sample 2Sample 3
Section 409A Change in Control Event means the first to occur of any of the following events with respect to the Corporation:
Sample 1Sample 2Sample 3
Section 409A Change in Control Event means a “change in control event” as described in Section 409A (as defined in Section 25), which shall include: a (i) Change in Ownership of the Company, (ii) Change in Effective Control of the Company, or (iii) Change in the Ownership of Assets of the Company, as described herein and construed in accordance with Section 409A.
Sample 1Sample 2

Examples of Section 409A Change in Control Event in a sentence

  • The definition of Change in Control Event for purposes of the Plan is intended to conform to a Section 409A Change in Control Event, pursuant to the description of “Change in Control Events” in Treasury Regulation section 1.409A-3(i)(5), or in subsequent IRS guidance describing what constitutes a change in control event for purposes of Section 409A of the Code when the Award is subject to Section 409A.

  • Upon the occurrence of a “change in control” that constitutes a Section 409A Change in Control Event, the Restricted Period shall automatically terminate and, if the Determination Date has not occurred, the Performance Condition shall automatically be waived, and the Shares shall thereafter be issued to the Participant in accordance with Section 13.

  • Upon the occurrence of a “change in control” that constitutes a Section 409A Change in Control Event, the Restricted Period shall automatically terminate and the Shares shall thereafter be issued to the Participant in accordance with Section 13.

  • Subject to Section 6 hereof, to the extent vested, the Restricted Share Units shall be settled in Shares on the earliest of: (a) the date of the Participant’s Termination; (b) a Section 409A Change in Control Event (as defined below); or (c) the calendar year in which the third (3rd) anniversary of each applicable Vesting Date occurs.

  • In the event of any other “change in control,” the Restricted Period shall not be immediately affected, but shall subsequently terminate (and the Shares shall thereafter be issued to the Participant in accordance with Section 13) upon the earliest to occur of: (a) a Section 409A Change in Control Event, (b) the Participant’s death, (c) the Participant’s “disability” (as defined in Section 7(c) hereof) or (d) the third anniversary of the Grant Date.

  • The definition of Change in Control Event for purposes of this Option is intended to conform to a Section 409A Change in Control Event, pursuant to the description of “Change in Control Events” in Treasury Regulation section 1.409A-3(i)(5), or in subsequent IRS guidance describing what constitutes a change in control event for purposes of Section 409A of the Code when an Option is subject to Section 409A.

  • Upon the occurrence of the Participant’s termination of employment without Cause or termination for Good Reason occurring within two years following a “change in control” that constitutes a Section 409A Change in Control Event, the Restricted Period shall automatically terminate and the restrictions applicable to the Shares shall be released in accordance with Section 13.

  • This has been done during the second visit to the SMEs.105For those enterprises in need to apply for an industrial permit or to renew the permit, the project team provided ad‐hoc technical assistance in collaboration with the Ministry of Industry.

  • Notwithstanding the foregoing, in the event that your termination occurs within the two year period following a Section 409A Change in Control Event, the aggregate amount of the three installments of the Severance Payments shall be made to you in a lump sum within 30 days following your termination of employment, provided that the Release is executed and any applicable revocation period with respect thereto has expired as of such date.

  • Such deferral election shall be irrevocable and shall designate the time and form of payment under which the Restricted Units are payable from either (i) the Participant’s Separation from Service or (2) the earlier of the Participant’s Separation from Service or a Section 409A Change in Control Event and paid in the form of either (x) a single lump sum or (y) substantially equal annual installments over a period of 1 to 15 years.


More Definitions of Section 409A Change in Control Event

Section 409A Change in Control Event means any of the following events:
Sample 1Sample 2
Section 409A Change in Control Event means a “change in control event” within the meaning of the default definitions set forth in Treasury Regulation Section 1.409A-3(i)(5) or any successor thereto.
Sample 1

Related to Section 409A Change in Control Event

  • 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).

  • Change in Control Event means any of the following:

  • 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.

  • 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.

  • 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.

  • 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.

  • Control Event Defined. “Control Event” means:

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

  • 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.

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

  • 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.

  • 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).

  • Section 409A Payment Date means the earlier of (a) the date of Executive’s death or (b) the date that is six months after the date of termination of Executive’s employment with the Company.

  • Change in Control Benefits means the following benefits:

  • Section 409A of the Code means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

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

  • Section 409A means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

  • Change in Control Benefit means the benefit set forth in Section 4.1 below.

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

  • Separation from Service means a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder.

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

  • Section 409A Limit means the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

  • Internal Control Event means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Company’s internal controls over financial reporting, in each case as described in the Securities Laws.

  • Section 409A Deferred Compensation means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.