Effect of a Change in Control Clause Samples
The "Effect of a Change in Control" clause defines what happens to the rights and obligations of the parties if there is a significant change in the ownership or management of one party, such as through a merger, acquisition, or sale of a controlling interest. Typically, this clause may trigger certain rights, such as the ability to terminate the agreement, require consent for the change, or accelerate payments. Its core function is to protect parties from unforeseen risks or undesirable business relationships that could arise if control of a contracting party shifts to a new entity or individual.
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Effect of a Change in Control. In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.
Effect of a Change in Control. The treatment of the RSUs upon a Change in Control shall be governed by the Plan, provided, however, that to the extent that the RSUs constitute Deferred Compensation, settlement of any portion of the RSUs that may vest in connection with a Change in Control will occur within sixty (60) days following the Vesting Date. In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a Change in Control on the RSUs and the terms of any Employment Agreement, the terms of this Award Agreement will govern.
Effect of a Change in Control. Notwithstanding anything contained herein to the contrary, if the Executive’s employment is terminated within twelve (12) months following a Change in Control (as defined in Section 4.1(b) hereof) during the Term by the Corporation for any reason other than Cause, or by the Executive for Good Reason, then:
Effect of a Change in Control. In the event of, and subject to the consummation of, a Change in Control (as defined in Section 7.10), Employer shall cause to occur the immediate vesting of all outstanding LTIP Units (which shall, in accordance with the applicable award agreement, remain subject to achieving parity with common units of limited partnership interest in the Partnership), stock options, restricted stock, and other equity awards granted to Executive under any of Employer’s equity incentive plans.
Effect of a Change in Control. In the event of a Change in Control, the treatment of any unvested Restricted Stock Units shall be governed by Article XIV of the Plan.
Effect of a Change in Control. 10.1 Notwithstanding anything contained in the Plan or this Agreement to the contrary, in the event of a Change in Control, (a) the Option becomes immediately and fully exercisable as to 100% of the Shares subject to the Option, and (b) upon termination of an Optionee’s employment with the Company, following a Change in Control, the Option shall remain exercisable until one year after termination, but in no event beyond the Exercise Term. The Company reserves the right to change or modify in any way the definition of Change in Control set forth in this Option Agreement and any such change or modification shall be binding on the Optionee.
10.2 For the purposes of this Option Agreement, “Change in Control” shall mean the first to occur of the following:
Effect of a Change in Control. (a) In the event that, within three months before or 12 months following a Change in Control, either (1) Executive’s employment with the Company is terminated by the Company without Cause, and not for death or Disability, or (2) Executive terminates his/her employment for Good Reason, and provided that Executive complies with Sections 2.12 and 2.13 below, then in lieu of the severance described in Section 2.3 or 2.4, as applicable, and subject to applicable withholding and deductions, the Company shall pay to Executive, in a lump-sum payment on the Release Date:
(i) an amount equal to twenty-four (24) months of Executive’s then current Base Salary;
(ii) an amount equal to two (2) times the average of the three (3) most recent payments to Executive (including any payment approved but not yet paid) under the Company’s short-term incentive compensation plan after the Effective Date, if any, or, if fewer than three such payments have been paid or approved for payment to Executive, the highest payment, if any, paid or approved for payment to Executive during the Term (and if no such payments have been made or approved since the Effective Date, then this additional amount shall be the Target Bonus for the year in which the termination occurs multiplied by two (2));
(iii) a short-term incentive compensation plan payment for the year in which termination occurs in the amount approved by the Board, or, if no amount has yet been approved, an amount calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of disability during that year) and the denominator of which is the total number of days in the year of termination; and
(iv) if Executive timely elects (or his eligible dependents in the event that Executive dies following such termination) and if Executive or his dependents remain eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid by Executive or his dependents under the Company’s group health plan for the continuation of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to reimburse only up to the amount of premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall ce...
Effect of a Change in Control. If a Change in Control occurs during the Performance Period, then you will be entitled to receive, no later than thirty (30) days following the effective date of the Change in Control, the Total Target Number of Shares covered by this Award Agreement without regard to the extent to which the otherwise applicable performance conditions of Section 2 above have been satisfied.
Effect of a Change in Control. In the event of a Change in Control (as defined below) during the Performance Period pursuant to the terms of which consideration is received by holders of Company Stock, the PSUs shall vest upon the closing of the Change in Control (the “Closing”) with respect to: (i) the Achieved PSUs (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of days in the Performance Period through, and including, the date of the Closing, and the denominator of which is the full number of days in the Performance Period. The number of PSUs equal to (I) the Achieved PSUs minus (II) the number of PSUs that vest on the Closing of the Change in Control pursuant to the preceding sentence, shall automatically be converted into time-based restricted stock units (the “RSUs”). The RSUs shall vest on the last day of the Performance Period, subject to the Participant remaining an Eligible Participant on such date. In the event the Participant ceases to be an Eligible Participant within 12 months following the Closing as a result of (A) a termination of the Participant’s service relationship with Company or its applicable subsidiary or affiliate, without Cause (as defined below), or (B) a termination of the Participant’s service relationship with the Company or its applicable subsidiary or affiliate, by the Participant with Good Reason (as defined below), then the RSUs shall immediately and automatically accelerate and become vested as of the Release Effective Date (as defined below). For the avoidance of doubt, this provision shall not apply in the event of a Change in Control occurring during the Performance Period pursuant to the terms of which no consideration is received by holders of Company Stock. As used herein, “Achieved PSUs” shall mean the Target Number of PSUs multiplied by the Payout Factor, where, (i) for purposes of determining the Company’s TSR, the Ending Price of the Company Stock is determined based on the price to be paid to holders of Company Stock in connection with the Change in Control, as determined by the Compensation Committee, and (ii) the Performance Period is deemed to end on the day prior to the Closing.
Effect of a Change in Control. In the event of a Change in Control, Sections 6 through 10 of this Agreement shall become applicable to Employee. These Sections shall continue to remain applicable until the second anniversary of the date upon which the Change in Control occurs. At that point, so long as the employment of Employee has not been terminated on account of a Qualifying Termination, as defined in Section 5, this Agreement shall terminate and be of no further force. If Employee’s employment with the Company and its affiliated companies is terminated on account of a Qualifying Termination on or before such date, this Agreement shall remain in effect until Employee receives the various benefits to which he or she has become entitled under the terms of this Agreement.