Termination After Change of Control definition

Termination After Change of Control means the occurrence, within twelve (12) months following a Change of Control, of either (i) termination of the Employee's employment by the Company for any reason other than for Cause, or (ii) the Employee's resignation for Good Reason from all capacities in which the Employee is then rendering services to the Company. "Termination After Change of Control" shall not include any termination of the employment of the Employee (i) by the Company for Cause; (ii) by the Company as a result of the Disability of the Employee; (iii) as a result of the death of the Employee; or (iv) as a result of the voluntary termination of employment by the Employee other than for Good Reason.
Sample 1
Termination After Change of Control shall not include any termination of the employment of the Employee (i) by the Company for Cause; (ii) by the Company as a result of the Disability of the Employee; (iii) as a result of the death of the Employee; or (iv) as a result of the voluntary termination of employment by the Employee other than for Good Reason.
Sample 1
Termination After Change of Control means the occurrence, upon or within thirteen (13) months following the occurrence of a Change of Control, of either (i) termination of the Employee's employment by the Company for any reason other than for Cause, or (ii) the Employee's resignation for Good Reason. "Termination After Change of Control" shall not include any termination of the employment of the Employee (A) by the Company for Cause; (B) by the Company as a result of the Disability of the Employee; (C) as a result of the death of the Employee; or (D) as a result of the voluntary termination of employment by the Employee other than for Good Reason.
Sample 1

Examples of Termination After Change of Control in a sentence

  • Upon notifying the Company of his election, which election shall be irrevocable, Regax xxxll, if and when a Termination After Change of Control has occurred, be entitled to receive the benefits provided for in Section 9 (c) of the Employment Agreement, and shall not be entitled to receive any of the consideration provided for in this Agreement or any other agreement executed on the same day as this Agreement.

  • Name Accelerated Vesting of Equity Awards Upon Change of Control ($)(1) Severance Payments Upon Employment Termination After Change of Control ($)(2) Other Benefits Upon Employment Termination After Change of Control ($)(3) Total ($)(4) David P.

  • If the Grantee’s Service with the Participating Company Group terminates for any reason, except Disability, death or Termination After Change of Control, the Option, to the extent unexercised and exercisable by the Grantee on the date on which the Grantee’s Service terminated, may be exercised by the Grantee at any time prior to the expiration of three (3) months after the date on which the Grantee’s Service terminated, but in any event no later than the Option Expiration Date.

  • Termination After Change of Control" shall mean the occurrence, within twelve (12) months following a Change of Control, of either (i) termination of the Employee's employment by the Company for any reason other than for Cause, or (ii) the Employee's resignation for Good Reason from all capacities in which the Employee is then rendering services to the Company.

  • All regular, full-time employees of the Company other than the Chief Executive Officer of the Company (each individually referred to as "Employee") who are terminated from employment with the Company as a result of a Termination After Change of Control become eligible to receive benefits under the Plan, and are considered participants in the Plan, as of the date of such termination.

  • Subject to the limitations set forth in Section 5(c), if the Employee's employment is terminated as a result of a Termination After Change of Control, then the Employee shall be entitled to receive severance pay and other benefits in accordance with the applicable Benefit Schedule.

Related to Termination After Change of Control

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

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • 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 of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

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

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

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

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

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

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Event Termination Date See Section 2(e) hereof.

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

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • 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.

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

  • 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.

  • Complete Termination means a termination of the Fund's Rule 12b-1 plan for B-2 Shares involving the cessation of payments of the Distribution Fees, and the cessation of payments of distribution fees pursuant to every other Rule 12b-1 plan of the Fund for every existing or future B-Class-of-Shares (as hereinafter defined) and the Fund's discontinuance of the offering of every existing or future B-Class-of-Shares, which conditions shall be deemed satisfied when they are first complied with hereafter and so long thereafter as they are complied with prior to the earlier of (i) the date upon which all of the B-2 Shares which are Distributor Shares pursuant to Schedule I hereto shall have been redeemed or converted or (ii) May 31, 2005. For purposes of this Section 14.5, the term B-Class-of-Shares means each of the B-1 Class of Shares of the Fund, the B-2 Class of Shares of the Fund and each other class of shares of the Fund hereafter issued which would be treated as Shares under Schedule I hereto or which has substantially similar economic characteristics to the B-1 or B-2 Classes of Shares taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of the shares of such class. The parties agree that the existing C Class of Shares of the Fund does not have substantially similar economic characteristics to the B-1 or B-2 Classes of Shares taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares. For purposes of clarity the parties to this agreement hereby state that they intend that a new installment load class of shares which may be authorized by amendments to Rule 6(c)-10 under the 1940 Act will be considered to be a B-Class-of-Shares if it has economic characteristics substantially similar to the economic characteristics of the existing B-1 or B-2 Classes of Shares taking into account the total sale charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares and will not be considered to be a B-Class-of-Shares if it has economic characteristics substantially similar to the economic characteristics of the existing C Class of shares of the Fund taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Terminating Event means any of the following events:

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.

  • Potential Termination Event means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.