Termination in Connection with a Change in Control definition

Termination in Connection with a Change in Control means: (i) Subject to the requirements of Section 2, a Termination of Employment at the time of or within two (2) years after a Change in Control either: A. initiated by the Company or its affiliates for any reason other than (I) Employee’s death, continuous illness, injury or incapacity for a period of twelve (12) consecutive months, or (II) for Cause; or B. initiated by Employee upon the occurrence of one or more of the following events without Employee’s consent, subject to any applicable Cure Period: (I) any material failure of the Company to comply with and satisfy any of the terms of this Agreement or any other material obligations of the Company or its affiliates to Employee; (II) any significant reduction by the Company or its affiliates of the authority, duties, reporting responsibilities or job responsibilities of Employee; (III) any removal by the Company or its affiliates of Employee from the employment grade, compensation level or officer positions which Employee holds as of the effective date hereof (except in connection with a promotion to higher office); (IV) the relocation of the offices of the Company at which Employee is principally employed to a location more than fifty (50) miles from such location immediately prior to the date that is six (6) months before the Change in Control, except for required travel on the Company’s business to any extent substantially consistent with Employee’s business travel obligations as of the date of this Agreement; (ii) a Termination of Employment during the one (1) year period immediately preceding a Change in Control, which termination is initiated by the Company, or by Employee upon the occurrence of one or more of the events in clauses (I) – (IV) of subsection (l)(i)(B) above and without Employee’s consent, unless the Company establishes by clear and convincing evidence that such Termination of Employment was for good faith business reasons not related to the Change in Control.
Sample 1Sample 2Sample 3
Termination in Connection with a Change in Control shall have the meaning set forth in Section 3.7.
Sample 1Sample 2
Termination in Connection with a Change in Control means:
Sample 1Sample 2Sample 3

Examples of Termination in Connection with a Change in Control in a sentence

  • If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate.

  • If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee's devises, legates or other designees or, if there is no such designee, to Employee's estate.

  • Change in Control; Termination in Connection with a Change in Control.

  • Notwithstanding anything contrary in this Section 7(g), if the Participant’s Service is terminated for Cause, then all Options or SARs (whether or not then vested or exercisable) shall terminate and be canceled immediately upon such termination, regardless of whether then vested or exercisable.(iv) Termination in Connection with a Change in Control.

  • You hereby agree that your employment by Bill.com substantially on the terms set forth herein does not constitute a Termination in Connection with a Change in Control (as defined in any stock option agreement between you and DivvyPay) and waive all such claims to the contrary.

  • Exhibit 99.1(b)Change in Control; Termination in Connection with a Change in Control.


More Definitions of Termination in Connection with a Change in Control

Termination in Connection with a Change in Control by: (i) Employee for Good Reason or (ii) Employer other than for Employer Cause, Employee shall be entitled to receive the benefits set forth in Section 3.8. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the date of this Agreement: (a) any merger, consolidation or business combination in which the stockholders of Employer immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (b) the sale of all or substantially all of Employer’s assets in a single transaction or a series of related transactions to a person entity that is not an Affiliate of Employer, (c) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding common stock of Employer by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than (1) any employee plan established by Employer or any subsidiary, (2) Employer or any of its Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities or (4) an entity owned, directly or indirectly, by stockholders of Employer in substantially the same proportions as their ownership of Employer, or (d) a contested election of directors, as a result of which or in connection with which the persons who were directors of Employer before such election or their nominees cease to constitute a majority of the Board of Directors.
Sample 1Sample 2
Termination in Connection with a Change in Control means any of the following events occurring within one (1) year following, or, directly or indirectly, in connection with, or in anticipation of a Change in Control: (i) a termination of Executive's employment by the Corporation for any reason other than Cause; (ii) a termination of Executive's employment by the Executive for Good Reason; (iii) a termination of Executive's employment by Executive because any successor to the Corporation's operations or assets (whether acquired by merger, sale, consolidation or otherwise) ("Successor") fails to: a. appoint the Executive to a position with the Successor having the same responsibilities, duties, title, reporting responsibilities within the business organization, status, role and authority the Executive now holds with the Corporation; b. acknowledge and assume, in writing, this Agreement at the time of the Change in Control; or c. acknowledge and assume, in writing, any indemnification agreement with the Executive or by-law provisions regarding indemnification which are in effect at the time of the Change in Control.
Sample 1
Termination in Connection with a Change in Control means any of the following events occurring within twenty four (24) months following, or, directly or indirectly, in connection with, or in anticipation of a Change in Control: (1) a termination of Executive's employment by the Corporation for any reason other than Cause; (2) a termination of Executive's employment by the Executive for Good Reason; (3) a termination of Executive's employment by Executive because any successor to the Corporation's operations or assets (whether acquired by merger, sale, consolidation or otherwise) ("Successor") fails to:
Sample 1
Termination in Connection with a Change in Control means any of the following events occurring within twenty four (24) months following, or, directly or indirectly, in connection with, or in anticipation of a Change in Control: (1) A termination of Employee's employment by the Corporation for any reason other than Cause. (2) A termination of Employee's employment by Employee because any successor to the Corporation's operations or assets (whether acquired by merger, sale, consolidation or otherwise) ("Successor") fails to: (i) appoint the Employee to a position with the Successor having the same responsibilities, duties, title, reporting responsibilities within the business organization, status, role and authority the Employee now holds with the Corporation; (ii) acknowledge and assume, in writing, this Agreement at the time of the Change in Control; or (iii) acknowledge and assume, in writing, any indemnification agreement with the Employee or by law provisions regarding indemnification which are in effect at the time of the Change in Control.
Sample 1
Termination in Connection with a Change in Control means any of the following events occurring within 24 months following, or, directly or indirectly, in connection with, or in anticipation of a Change in Control: (i) A termination of Employee’s employment by the Corporation for any reason other than Cause or by the Employee for Good Reason. (ii) A termination of Employee’s employment by Employee because any successor to the Corporation’s operations or assets (whether acquired by merger, sale, consolidation or otherwise) (“Successor”) fails to: (A) acknowledge and assume, in writing, this Agreement at the time of the Change in Control; or (B) acknowledge and assume, in writing, any indemnification agreement with the Employee or by-law provisions regarding indemnification which are in effect at the time of the Change in Control.
Sample 1

Related to Termination in Connection with a Change in Control

  • 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).

  • 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.

  • 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.

  • 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:

  • 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 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.

  • 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).

  • Child with a disability means a child who, by reason of any of the following, needs special education and related services:

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

  • Termination With Cause and “Cause” shall have the same meaning specified in any effective severance or employment agreement existing on the date hereof or hereafter entered into between the Executive and the Bank. If the Executive is not a party to a severance or employment agreement containing a definition of termination with cause, Termination with Cause means the Bank terminates the Executive’s employment for any of the following reasons –

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

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Person with a disability means a person who is a citizen or lawful resident of the United States and is a person qualifying as a person with a disability under subdivision (2.1) of this subsection (A).

  • Termination Without Cause means a Separation as a result of a termination of the Executive’s employment by the Company without Cause and other than as a result of Disability.

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

  • 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”).

  • 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.

  • Qualified Termination means the Executive’s employment by the Company is terminated, (i) by the Executive for Good Reason or (ii) by the Company for any reason other than for Cause, death, Disability, or retirement at or after age 65.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

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

  • Constructive Termination means:

  • 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 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.

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.