Exception for a Change in Control Sample Clauses

An Exception for a Change in Control clause defines circumstances under which certain contractual obligations or restrictions are waived or modified if there is a significant change in the ownership or management of a party to the agreement. Typically, this clause applies when a company is acquired, merges with another entity, or undergoes a major shift in its controlling interests, and it may allow for the termination of the contract or alter specific rights and duties. Its core function is to address the risks and uncertainties that arise from changes in control, ensuring that parties are not unfairly bound to agreements under substantially different ownership or management conditions.
Exception for a Change in Control. Notwithstanding the general rule contained in Section 3(a)(1) above, all Compensatory Shares held by the Employee shall be deemed to be immediately 100% earned, fully vested and non-forfeitable in the event of a "change in control" of the Company, the Bank or the Corporation (collectively and/or separately, as the context shall require, the "Relevant Corp" ) and shall be distributed as soon as practicable thereafter. For purposes of this paragraph, "change in control" shall mean the occurrence of any one of the following events: (1) an increase in the ownership of, the holding of, or the power to vote, by any person, or by any persons acting as a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934), the Relevant Corp's voting stock, to an amount which is more than 25% of the issued and outstanding shares thereof, (2) a change in the ownership of, or possession of, the ability to control the election of a majority of the Relevant Corp's directors, (3) a change in the ownership of, or the possession of, the ability to exercise a controlling influence over the management or policies of the Relevant Corp by any person, or by any persons acting as a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (except in the case of (1), (2) and (3) hereof, ownership or control of the Relevant Corp (or its board of directors) by the Bank or by the Corporation, as the case may be, shall not constitute a "change in control"), or (4) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Relevant Corp. (the "Continuing Directors") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of such board of directors was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. For purposes of this subparagraph only, the term "person" refers to an individual (other than the Employee), individuals acting in concert or as a "group," a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein.
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Exception for a Change in Control. If a Change in Control occurs before the third anniversary, the service condition will be waived, the performance condition of section 3(b) will be waived, and when the Change in Control occurs the Participant will be entitled to and vested in the shares awarded under section 1 (i.e., the number of shares first stated in section 1, not the 125% to which the award may be increased), provided the Participant remains employed by Middlefield or Related Entity on that date.
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Exception for a Change in Control. Notwithstanding the provisions of Section 1 of this Schedule I to the contrary, in the event of a Change in Control prior to the RSU Award becoming fully vested, any unvested Restricted Stock Units will vest in accordance with this Section 4, subject to Participant’s continued employment or service with the Company Group through the Change in Control Date: (a) To the extent the Restricted Stock Units are assumed, converted or replaced by the resulting entity in the Change in Control, if within two (2) years after the Change in Control Date Participant’s service with the Company Group or its successor is terminated either (A) by the Company other than for Cause or (B) by Participant for Good Reason, the unvested portion of the RSU Award will fully vest as of the date of such termination of service. (b) To the extent the Restricted Stock Units are not assumed, converted or replaced by the resulting entity in the Change in Control, the unvested portion of the RSU Award will fully vest immediately prior to the Change in Control Date.
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Exception for a Change in Control. Notwithstanding the general rule contained in Section 3(a)(1) above, all Compensatory Shares held by the Employee shall be deemed to be immediately 100% earned, fully vested and non-forfeitable in the event of a "change in control" of the Company, the Bank or the Corporation (collectively and/or separately,
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Exception for a Change in Control. Notwithstanding any other provision of this Agreement, all Plan Shares subject to an Award held by a Recipient shall be deemed to be immediately 100% earned and non-forfeitable in the event of a change in control or imminent change in control of the Corporation or the Association and shall be distributed as soon as practicable thereafter. For purposes of this Section 7.01(d), "change in control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the Corporation or the Association; (ii) the execution of an agreement for a merger or recapitalization of the Corporation or the Association or any merger or recapitalization whereby the Corporation or the Association is not the surviving entity; (iii) a change of control of the Corporation or the Association, as defined or determined by the OTS; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of the terms "beneficial ownership" as defined under Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Corporation or the
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Exception for a Change in Control. In the event of a Change in Control prior to the Vesting Date, any unvested Performance Stock Units will vest in accordance with this Section 2(c), subject to Participant’s continued employment or service with the Company Group through the Change in Control Date. (i) To the extent the Performance Stock Units are assumed, converted or replaced by the resulting entity in the Change in Control, if within two (2) years after the Change in Control Date the Participant’s service with the Company Group or its successor is terminated either (A) by the Company other than for Cause or (B) by the Participant for Good Reason, then the number of Earned PSUs as of the Participant’s termination date shall be determined in accordance with this Section 2(c)(i) and shall vest as of the date of such termination of service. The number of Earned PSUs shall be determined based upon the greater of: (A) an assumed achievement of the applicable performance measures at their “Target” level, or (B) the actual level of achievement of the applicable performance measures as determined by the Committee immediately preceding the Change in Control. (ii) To the extent the Performance Stock Units are not assumed, converted or replaced by the resulting entity in the Change in Control, then the number of Earned PSUs as of the Change in Control Date shall be determined in accordance with this Section 2(c)(ii) and shall vest as of the Change in Control Date. The number of Earned PSUs shall be determined based upon the greater of: (A) an assumed achievement of the applicable performance measures at their “Target” level, or (B) the actual level of achievement of the applicable performance measures as determined by the Committee immediately preceding the Change in Control.
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Exception for a Change in Control. Notwithstanding the ---------------------------------- general rule contained in Section 7.01(a), all Plan Shares subject to a Plan Share Award held by a Recipient shall be deemed to be earned in the event of a Change in Control.
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Exception for a Change in Control. Notwithstanding the general rule contained in Section 7.01(a), all Plan Shares subject to a Plan Share Award held by a Recipient shall be deemed to be earned in the event of a "change in control of the Corporation." A "change in control of the Corporation" is defined as a change in the ownership of the Corporation or the Bank, a change in the effective control of the Corporation or the Bank or a change in the ownership of a substantial portion of the assets of the Corporation or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder.
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Exception for a Change in Control. Notwithstanding the provisions of Section 1 of this Schedule I to the contrary, in the event of a Change in Control prior to the Retention Award becoming fully vested and the Retention Award is not assumed, converted or replaced by the resulting entity in the Change in Control, the unvested portion of the Retention Award will fully vest immediately prior to the Change in Control Date.
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Related to Exception for a Change in Control

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Prior to a Change in Control Termination by Executive for Good Reason; Termination by the Company Other Than for Poor Performance, Cause or Disability. If, prior to a Change in Control and during the Executive’s Employment Period, the Company terminates Executive’s employment other than for Poor Performance, Cause or Disability, or Executive terminates employment for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, then (and with respect to the payments and benefits described in clauses (ii) through (vii) below, only if Executive executes a Release in substantially the form of Exhibit A hereto (the “Release”)): (i) the Company will pay to Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (A) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (B) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A) and (B) will be hereinafter referred to as the “Accrued Obligations”); and (ii) for the longer of six months or until Executive becomes employed with a subsequent employer, but in no event to exceed the lesser of (A) 18 months from the Date of Termination or (B) the remaining term of Executive’s Employment Period (the “Normal Severance Period”), the Company will continue to pay Executive an amount equal to his monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time; provided, however, that the Company’s obligation to make or continue such payments will cease if Executive violates any of the Restrictive Covenants (as defined in Section 13(b) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iii) during the Normal Severance Period, if and to the extent Executive timely elects COBRA continuation coverage, the Company will pay for the full premium amount of such COBRA continuation coverage and will impute taxable income to the Executive equal to the full premium amount; provided, however that the Company’s obligation to provide such benefits will cease if Executive violates any of the Restrictive Covenants (as defined in Section 13(b) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; provided further, that to the extent Executive continues COBRA continuation coverage beyond his Normal Severance Period, Executive will be responsible for paying the full cost of the COBRA continuation coverage in accordance with the procedures of the Company generally applicable to all qualified beneficiaries receiving COBRA continuation coverage; and (iv) not later than 30 days after the Date of Termination, Executive will be paid a bonus for the year in which the Date of Termination occurs in a lump sum cash amount equal to 100% of his Bonus Opportunity (prorated through the Date of Termination) adjusted up or down by reference to his year-to-date performance at the Date of Termination in relation to the prior established performance objectives under Executive’s bonus plan for such year; provided, however that the bonus payment described in this Section 8(b)(iv) will be reduced by the amount (if any) of the Bonus Opportunity that Executive had previously elected to receive in the form of restricted stock of the Company; and (v) all grants of restricted stock, restricted stock units and similar Company stock-based awards (“Restricted Stock”) held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination; and (vi) all of Executive’s options to acquire Common Stock of the Company, stock appreciation rights in Common Stock of the Company and similar Company stock-based awards (“Options”) that would have become vested (by lapse of time) within the 24-month period following the Date of Termination had Executive remained employed during such period will become immediately vested as of the Date of Termination; and (vii) notwithstanding the provisions of the applicable Option agreement, all of Executive’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to Section 8(b)(vi) above) will remain exercisable through the earlier of (A) the original expiration date of the Option, or (B) the 90th day following the end of the Normal Severance Period; and (viii) to the extent not theretofore paid or provided, the Company will timely pay or provide to Executive his Other Benefits.

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).