Common use of Definition of Change in Control Clause in Contracts

Definition of Change in Control. For purposes hereof, “Change in Control” has the meaning ascribed to such term under the Company’s 2020 Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Appears in 8 contracts

Sources: Employment Agreement (Annexon, Inc.), Employment Agreement (Annexon, Inc.), Employment Agreement (Annexon, Inc.)

Definition of Change in Control. (i) For purposes hereofof this Agreement, “Change in Control” has the meaning ascribed to such term under the Company’s 2020 Incentive Award Plan, as may be amended from time to time; provided, that such means a transaction must also constitute or series of transactions (other than a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).Public Offering):

Appears in 8 contracts

Sources: Severance Agreement (SRA Companies, Inc.), Severance Agreement (SRA Companies, Inc.), Severance Agreement (SRA Companies, Inc.)

Definition of Change in Control. For purposes hereofof this Agreement, “Change in Control” has shall have the meaning ascribed to such term under set forth in the Company’s 2020 2021 Incentive Award Plan. Notwithstanding the foregoing, as may be amended from time to time; provided, that such transaction a “Change in Control” must also constitute a “change in control event,within the meaning of as defined in Treasury Regulation Section §1.409A-3(i)(5).

Appears in 8 contracts

Sources: Employment Agreement (Paragon 28, Inc.), Employment Agreement (Paragon 28, Inc.), Employment Agreement (Paragon 28, Inc.)

Definition of Change in Control. For purposes hereofof this Section 4, the term "Change in Control” has " shall have the meaning ascribed to such term under set forth in the Company’s 2020 Incentive Award 's Amended and Restated 2006 Equity Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within effect on the meaning of Treasury Regulation Section 1.409A-3(i)(5)date hereof.

Appears in 6 contracts

Sources: Severance Agreement (Cra International, Inc.), Severance Agreement (Cra International, Inc.), Severance Agreement (Cra International, Inc.)

Definition of Change in Control. For purposes hereofof this Agreement, a “Change in Control” has will be deemed to have occurred upon the meaning ascribed to such term under occurrence (after the Company’s 2020 Incentive Award Plan, as may be amended from time to time; provided, Effective Date) of any transaction that such transaction must also constitute constitutes a “change in control eventownership,within a “change in effective control,” or a “change in the meaning ownership of Treasury Regulation a substantial portion of the assets” of the Company under Section 1.409A-3(i)(5)409A(a)(2)(A)(v) of the Code.

Appears in 6 contracts

Sources: Employment Agreement (GX Acquisition Corp. II), Employment Agreement (Niocorp Developments LTD), Employment Agreement (Niocorp Developments LTD)

Definition of Change in Control. For purposes hereofof this Agreement, the term “Change in Control” has shall have the meaning ascribed to such term under set forth in the Company’s 2020 2017 Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change time or any successor plan in control event” within the meaning effect as of Treasury Regulation Section 1.409A-3(i)(5)Employee’s Termination Date.

Appears in 5 contracts

Sources: Executive Employment and Non Disclosure, Non Competition, and Invention Assignment Agreement (Cognizant Technology Solutions Corp), Executive Employment and Non Disclosure, Non Competition, and Invention Assignment Agreement (Cognizant Technology Solutions Corp), Executive Employment and Non Disclosure, Non Competition, and Invention Assignment Agreement (Cognizant Technology Solutions Corp)

Definition of Change in Control. For purposes hereof, of this Agreement “Change in Control” has the meaning ascribed to such term under the Company’s 2020 Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute means a change in control event” within as defined in Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the meaning Department of Treasury Regulation Section 1.409A-3(i)(5).the Treasury, including –

Appears in 5 contracts

Sources: Employment Agreement (First South Bancorp Inc /Va/), Employment Agreement (BNC Bancorp), Employment Agreement (BNC Bancorp)

Definition of Change in Control. For purposes hereof, “Change in Control” has shall have the meaning ascribed to such term under the Companyin Group’s 2020 2021 Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Appears in 4 contracts

Sources: Employment Agreement (Brilliant Earth Group, Inc.), Employment Agreement (Brilliant Earth Group, Inc.), Employment Agreement (Brilliant Earth Group, Inc.)

Definition of Change in Control. For purposes hereofof this Agreement, the term “Change in Control” has shall have the meaning ascribed to such term under definition as set forth in the Company’s 2020 Providence Service Corporation 2006 Long Term Incentive Award PlanPlan which defines “Change in Control” as an event or events, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).which:

Appears in 4 contracts

Sources: Employment Agreement (Providence Service Corp), Employment Agreement (Providence Service Corp), Employment Agreement (Providence Service Corp)

Definition of Change in Control. For the purposes hereofof this Agreement, a “Change in Control” has shall mean any of the meaning ascribed to such term under following transactions effecting a change in ownership or control of the Company’s 2020 Incentive Award Plan, Company that also qualifies as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of (as defined in Treasury Regulation Section 1.409A-3(i)(5).):

Appears in 3 contracts

Sources: Employment Agreement (Iteris, Inc.), Employment Agreement (Iteris, Inc.), Employment Agreement (Iteris, Inc.)

Definition of Change in Control. For purposes hereof, “Change in Control” has shall have the meaning ascribed assigned to such term under in the Company’s 2020 2025 Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Appears in 3 contracts

Sources: Executive Employment Agreement (MNTN, Inc.), Executive Employment Agreement (MNTN, Inc.), Executive Employment Agreement (MNTN, Inc.)

Definition of Change in Control. For purposes hereof, “Change in Control” has means the meaning ascribed to such term under the Company’s 2020 Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute occurrence of a “change in the ownership of the Company,” a “change in the effective control eventof the Company,within or a “change in the meaning ownership of Treasury Regulation Section 1.409A-3(i)(5a substantial portion of the Company’s assets” (as such terms are defined below).

Appears in 3 contracts

Sources: Performance Share Unit Award Agreement (Neenah Inc), Restricted Stock Unit Award Agreement (Neenah Inc), Performance Share Unit Award Agreement (Neenah Inc)

Definition of Change in Control. For purposes hereof, “The term Change in Control” has Control shall mean the meaning ascribed to such term under Effective Date of a change in the ownership of the Company’s 2020 Incentive Award Plan, a change in the effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Section 409A of the Internal Revenue Code of 1986, as may be amended from time to time; provided, that such transaction must also constitute a “change and any Internal Revenue Service guidance and regulations issued in control event” within connection with Section 409A of the meaning Internal Revenue Code of Treasury Regulation Section 1.409A-3(i)(5)1986, as amended.

Appears in 2 contracts

Sources: Employment Agreement (Green Bankshares, Inc.), Employment Agreement (Green Bankshares, Inc.)

Definition of Change in Control. For purposes hereof, “Change in Control” has the meaning ascribed to such term under the Company’s 2020 2021 Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Appears in 2 contracts

Sources: Employment Agreement (Zymergen Inc.), Employment Agreement (Zymergen Inc.)

Definition of Change in Control. For purposes hereof, “Change in Control” has the meaning ascribed to such term under the Company’s 2020 2021 Equity Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Appears in 2 contracts

Sources: Employment Agreement (Lightning eMotors, Inc.), Employment Agreement (Lightning eMotors, Inc.)

Definition of Change in Control. For purposes hereofof this Agreement, a “Change in Control” has shall have the meaning ascribed given to such term under in the Company’s 2020 Long-Term Incentive Award Plan, as may be amended from time to time; provided, however, that “Change in Control” shall have the definition of “Change in Control” contained in Section 409A of the Code in any instance in which amounts are paid under this Agreement as a result of a Change in Control and such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation amounts are treated as deferred compensation under Section 1.409A-3(i)(5).409A.

Appears in 2 contracts

Sources: Employment Agreement (Wesco International Inc), Employment Agreement (Wesco International Inc)

Definition of Change in Control. For purposes hereof, “Change in Control” has shall have the meaning ascribed to such the term under “Corporate Transaction” in the Company’s 2020 2018 Equity Incentive Award Plan, as may be amended from time to time; providedamended, provided that such the transaction must (including any series of transactions) also constitute qualifies as a change in control event” within the meaning of event under U.S. Treasury Regulation Section 1.409A-3(i)(5).

Appears in 1 contract

Sources: Employment Agreement (Bloom Energy Corp)

Definition of Change in Control. For purposes hereof, “Change in Control” has shall have the meaning ascribed to such term under in the Company’s 2020 2021 Equity Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Appears in 1 contract

Sources: Employment Agreement (PROCEPT BioRobotics Corp)

Definition of Change in Control. For purposes hereofof this Agreement, “Change in Control” has shall have the meaning ascribed to such term under set forth in the CompanyCorporation’s 2020 2006 Long-Term Incentive Award Plan, as the same may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Appears in 1 contract

Sources: Employment Agreement (Rewards Network Inc)

Definition of Change in Control. For purposes hereof, “Change in Control” has shall have the meaning ascribed to such the term under “Corporate Transaction” in the Company’s 2020 2018 Equity Incentive Award Plan, as may be amended from time to time; providedamended, provided that such the transaction must (including any series of transactions) also constitute qualifies as a change in control event” within the meaning of event under U.S. Treasury Regulation Section 1.409A-3(i)(51.409A- 3(i)(5).

Appears in 1 contract

Sources: Employment Agreement (Bloom Energy Corp)

Definition of Change in Control. For purposes hereof, “Change in Control” has shall have the meaning ascribed assigned to such term under in the Company’s 2020 2023 Incentive Award Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Appears in 1 contract

Sources: Employment Agreement (CARGO Therapeutics, Inc.)

Definition of Change in Control. For purposes hereofof this Award, the term “Change in Control” has the meaning ascribed to such term under the Company’s 2020 Incentive Award Planshall mean a merger, as may be amended from time to time; providedconsolidation, that such transaction must also constitute a “exchange, acquisition, any change in control event” within as defined by the meaning federal Change in Bank Control Act, or change in beneficial ownership as evidenced by an individual or entity holding fifty percent (50%) or more of Treasury Regulation Section 1.409A-3(i)(5)the combined voting power of the Company.

Appears in 1 contract

Sources: Restricted Stock Award (First Reliance Bancshares Inc)

Definition of Change in Control. For purposes hereofof this Agreement, the term “Change in Control” has shall have the meaning ascribed to such term under set forth in the Company’s 2020 2009 Incentive Award Compensation Plan, as may be amended from time to time; provided, that such transaction must also constitute a “change time or any successor plan in control event” within the meaning effect as of Treasury Regulation Section 1.409A-3(i)(5)Employee’s Termination Date.

Appears in 1 contract

Sources: Executive Employment Agreement (Cognizant Technology Solutions Corp)

Definition of Change in Control. For purposes hereofof this Award, the term “Change in Control” has shall have the meaning ascribed to such term it under the Company’s 2020 Incentive Award PlanPlan but without regard to the condition that any event constituting a Change in Control occur without the prior express approval of the Board of Directors. TO: Gevity HR, as may be amended from time to time; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).Inc.

Appears in 1 contract

Sources: Restricted Stock Award (Gevity Hr Inc)