Termination Due to Change of Control definition

Termination Due to Change of Control means a termination of a Participant's employment by the Company within two years following a Change of Control that is involuntary or that is as a result of his or her written rejection of an offer of continued employment with the Company or an affiliate if such employment is not a Comparable Position. For purposes of the preceding sentence, an involuntary termination shall be deemed to occur as of the sixtieth (60th) day (or such longer period of time as the Company shall establish not to exceed one year) immediately following the later of (a) the date on which the Participant rejects in writing an offer of continued employment
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Termination Due to Change of Control means, within twelve (12) months after a Change of Control (a) a Termination of Employment from the Company and all Affiliated Companies, other than Termination for Cause, by the Company and all Affiliated Companies, or (b) resignation from the Company and all Affiliated Companies by an Employee for Good Reason. For purposes of the Plan, Good Reason means any one of the following:
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Termination Due to Change of Control means a termination, within two years following a Change of Control, of a Participant’s employment (i) by the Company, which termination is involuntary or (ii) that is as a result of his or her written rejection of an offer of continued employment with the Company if such employment is not a Comparable Position, provided such written rejection is delivered to the Company within the time period stated for response in the offer or if there is no stated time period for response then within forty-five (45) days of the date the Participant knew or reasonably should have known that such offer of employment is not for a Comparable Position and provided further that the Company does not change the terms of the offered employment within that forty-five (45) day time period such that the offered employment as so changed is for a Comparable Position. For purposes of this definition, an involuntary termination shall be deemed to occur on the date established by the Company (not to exceed one year from the notification of involuntary termination) or if there is no date established by the Company then as of the sixtieth (60th) day immediately following the date the Company notifies the Participant of his or her termination. For purposes of this definition, a termination as a result of rejection of an offer of continued employment if the offer is not for a Comparable Position shall be deemed to occur on the date established by the Company (not to exceed forty-five (45) days from the date the Company receives the Participant’s written notice that the position is not a Comparable Position). Unless otherwise explicitly stated by the Company in the offer of continued employment, if the Company does not receive the Participant’s written rejection of an offer of continued employment within forty-five (45) days following the Participant’s receipt of such offer, the Participant is deemed to have accepted such offer and if the Participant thereafter declines such offer of employment and terminates employment with the Company, such termination shall be deemed to be a Voluntary Resignation.
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Examples of Termination Due to Change of Control in a sentence

  • Should the Executive die after Termination Due to Change of Control, but before receiving all payments due the Executive hereunder, any remaining payments due shall be made to the Executive's Beneficiary.

  • Should the Executive die after Termination Due to Change of Control, but before receiving all payments due the Executive hereunder, any remaining payments due shall be made to the Executive’s Beneficiary.

  • At all times thereafter but prior to a Termination Due to Change of Control, as defined in the Policy, Purchaser agrees that it will cause the Company to continue, and the Company agrees to continue, your salary, bonuses and all Current Benefits (as defined below) at no less than current levels.

  • Upon your Termination Due to Change of Control under the Policy, the Purchaser agrees to cause the Company to pay you and the Company agrees to pay you for a period of two (2) years in monthly payments: (i) your base salary immediately before your termination date; (ii) the average monthly amount of the incentive bonuses awarded to you during the two (2) years preceding termination; and (iii) all Current Benefits.

  • A Terminated Employee who is eligible to participate in the Plan as a result of a Termination Due to Change of Control shall not otherwise be deemed to have incurred a Termination Due to Workforce Restructuring or a Termination Due to Non-Performance.

  • Subject to Sections 2.01(b), 2.02, and 2.03, any Terminated Employee (other than an employee who is employed in Puerto Rico) who has provided the Company with at least 90 consecutive days of service and incurs a Termination Due to Workforce Restructuring, a Termination Due to Non-Performance, or a Termination Due to Change of Control shall become a Participant and shall be eligible for Benefits in accordance with the provisions of this Plan.

  • Participants who experience a Termination Due to Change of Control shall be eligible to receive continued basic life insurance coverage for the greater of (a) three months or (b) the number of weeks of severance under Section 3.01 (to a maximum of 18 months) following his or her Employment Termination Date.

  • In the case of the Constructive Termination Due to Change of Control of Executive's employment in accordance with Section 1.6.5(a), the Company shall pay Executive the Severance Payment and also Executive's outstanding stock options (to the extent then unexercisable) will all automatically accelerate consistent with the Plan and become exercisable in full.

  • In the event of a Termination Due to Change of Control, the amount of severance pay payable to a Participant shall be equal to the number of weeks of the Participant’s Base Pay corresponding to his or her Years of Service at his or her Employment Termination Date as set forth under Column B of Exhibit B applicable to his or her band as listed on Exhibit B hereto.

  • At all times thereafter but prior to a Termination Due to Change of Control, as defined in the Policy or the Defiance, Inc.


More Definitions of Termination Due to Change of Control

Termination Due to Change of Control means a Termination without Cause, as defined herein, that occurs within one (1) year after a Change of Control, as defined herein.
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Termination Due to Change of Control means the Target Annual Bonus as established by the Company’s Chief Executive Officer, and approved by the Compensation Committee, as applicable, for a given year.
Sample 1
Termination Due to Change of Control means a Covered Executive’s Termination of Employment within two years following a Change of Control that is involuntary or that voluntary but for Good Reason.
Sample 1

Related to Termination Due to Change of 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).

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

  • Termination due to Disability means a termination of the Executive’s employment by the Company because the Executive has been incapable, after reasonable accommodation, of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (A) six (6) consecutive months or (B) an aggregate of nine (9) months (whether or not consecutive) in any twelve (12) month period. Any question as to the existence, extent or potentiality of the Executive’s disability shall be determined by a qualified physician selected by the Company with the consent of the Executive, which consent shall not be unreasonably withheld. The Executive or the Executive’s legal representatives or any adult member of the Executive’s immediate family shall have the right to present to such physician such information and arguments as to the Executive’s disability as he, she or they deem appropriate, including the opinion of the Executive’s personal physician.

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

  • Company Termination Event means any of the following:

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • 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.

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • Terminating Event means any of the following events:

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

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

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

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

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • 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.

  • 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.

  • Premium Termination Date With respect to the Series A Certificates, the scheduled maturity date of the Series A Certificates, with respect to the Series B Certificates, the scheduled maturity date of the Series B Certificates and with respect to the Series C Certificates, the scheduled maturity date of the Series C Certificates.

  • Termination Fee Event has the meaning ascribed thereto in Section 5.2(a);

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

  • 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.