Common use of Definition of Change of Control Clause in Contracts

Definition of Change of Control. For purposes hereof, “Change of Control” has the meaning ascribed to such term under the Company’s 2021 Incentive Award Plan, as amended from time to time (the “Plan”); 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 (Rivian Automotive, Inc. / DE), Employment Agreement (Rivian Automotive, Inc. / DE), Employment Agreement (Rivian Automotive, Inc. / DE)

Definition of Change of Control. For purposes hereofof this Agreement, a “Change of Control” has shall mean a change of control of the meaning ascribed Company of a nature that would be required to such term be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Company’s 2021 Incentive Award PlanSecurities Exchange Act of 1934, as amended from time to time (the “PlanExchange Act”), whether or not the Company is in fact required to comply therewith; provided, that that, without limitation, such transaction must also constitute a change in of control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).shall be deemed to have occurred if:

Appears in 2 contracts

Sources: Employment Agreement (Bogen Communications International Inc), Employment Agreement (Bogen Communications International Inc)

Definition of Change of Control. For purposes hereofof this Agreement, the term “Change of Control” has shall mean a change of control (other than one occurring by reason of an acquisition of the meaning ascribed Corporation by Executive) of a nature that would be required to such term be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Company’s 2021 Incentive Award PlanSecurities Exchange Act of 1934, as amended from time to time (the “PlanAct”); providedprovided that, that such transaction must also constitute without limiting the foregoing, a “change in control event” within the meaning Change of Treasury Regulation Section 1.409A-3(i)(5).Control shall be deemed to have occurred if:

Appears in 2 contracts

Sources: Change of Control Agreement (NSD Bancorp Inc), Change of Control Agreement (NSD Bancorp Inc)

Definition of Change of Control. For purposes hereofof this Agreement, a “Change of Control” has the meaning ascribed to such term under the Company’s 2021 Incentive Award Plan, as amended from time to time (the “Plan”); provided, that such transaction must also constitute shall mean a “change in control event” within the meaning of Treasury Regulation the default rules under Section 1.409A-3(i)(5409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”). The obligations of the Company pursuant to this Section 5 shall survive any termination of this Agreement or the Executive’s employment.

Appears in 2 contracts

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

Definition of Change of Control. For purposes hereofof this Agreement, “Change of Control” has the meaning ascribed to shall mean a Corporate Transaction, as such term under is defined in the Company’s 2021 2009 Equity Incentive Award Plan, as amended from time to time (in effect on the “Plan”); provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)Effective Date.

Appears in 2 contracts

Sources: Employment Agreement, Employment Agreement (Sorrento Therapeutics, Inc.)

Definition of Change of Control. For purposes hereofof this Agreement, a “Change of in Control” has shall mean a change in control of the meaning ascribed Corporation occurring after the date hereof that is of a nature that would be required to such term be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Company’s 2021 Incentive Award PlanSecurities Exchange Act of 1934, as amended from time to time (the “PlanExchange Act”), whether or not the Corporation is in fact required to comply therewith; provided, that that, without limitation, such transaction must also constitute a change in control event” within shall be deemed to have occurred in the meaning of Treasury Regulation Section 1.409A-3(i)(5).following circumstances:

Appears in 1 contract

Sources: Employment Agreement (Pantry Inc)

Definition of Change of Control. For purposes hereofof this Agreement, “Change of Control” has shall have the meaning ascribed given to such term under in the Company’s 2021 Incentive Award PlanPlan as in effect on the date hereof. Notwithstanding the foregoing, as amended from time if a Change of Control would give rise to time (the a payment or settlement event with respect to any payment or benefit that constitutes Plan”); provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).nonqualified deferred

Appears in 1 contract

Sources: Employment Agreement (Avidity Biosciences, Inc.)

Definition of Change of Control. For purposes hereofof this Agreement, the term "Change of Control” has " shall mean a change of control (other than one occurring by reason of an acquisition of the meaning ascribed Bank by Executive) of a nature that would be required to such term be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Company’s 2021 Incentive Award PlanSecurities Exchange Act of 1934, as amended from time to time (the “Plan”"Act"); providedprovided that, that such transaction must also constitute without limiting the foregoing, a “change in control event” within the meaning Change of Treasury Regulation Section 1.409A-3(i)(5).Control shall be deemed to have occurred if:

Appears in 1 contract

Sources: Change in Control Agreement (Union National Financial Corp / Pa)

Definition of Change of Control. For purposes hereofof this Agreement, the term "Change of Control” has the meaning ascribed to such term under the Company’s 2021 Incentive Award Plan, as amended from time to time (the “Plan”); provided, that such transaction must also constitute a “" shall mean: A change in control event” within of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the meaning Securities Exchange Act of Treasury Regulation Section 1.409A-3(i)(5▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇").; provided that, without limitation, such a change in control shall be deemed to have occurred if (a) any "person" (as such term is used in Sections 13(d) and

Appears in 1 contract

Sources: Change of Control Agreement (Codorus Valley Bancorp Inc)