Termination in Anticipation of Change in Control Clause Samples

The 'Termination in Anticipation of Change in Control' clause allows a party to end an agreement if a significant change in the ownership or control of the other party is expected or imminent. Typically, this clause is triggered when a merger, acquisition, or similar transaction is announced or becomes likely, giving the non-affected party the right to terminate the contract before the change is finalized. Its core function is to protect parties from being bound to agreements with new owners or management they did not originally contract with, thereby managing risk and maintaining control over business relationships.
POPULAR SAMPLE Copied 1 times
Termination in Anticipation of Change in Control. Executive shall be treated under § 3.1 as if Executive’s employment had been terminated without Cause or Executive had resigned for Good Reason during Executive’s Protection Period if (1)(A) Executive’s employment is terminated by SunTrust or a SunTrust Affiliate without Cause on or after the date the shareholders of SunTrust approve any transaction described in §1.3(iii) or §1.3(iv) but before the Change in Control which results from such approval, or (B) Executive resigns for Good Reason on or after the date the shareholders of SunTrust approve any transaction described in §1.3(iii) or §1.3
View SourceView Similar (9)
Termination in Anticipation of Change in Control. 1. The Executive's employment shall be deemed to have been terminated by the Company without Cause during the Protection Period if the Executive's employment is terminated by the Company otherwise without Cause not during the Protection Period and such termination of employment (a) was at the request of a third party that has theretofore taken steps reasonably calculated to effect a Change in Control; or (b) otherwise arose in anticipation of a Change in Control. 2. The Executive's employment shall be deemed to have been terminated by the Executive for Good Reason during the Protection Period if the Executive otherwise terminates his or her employment for Good Reason not during the Protection Period and the circumstances or event that constitutes Good Reason (a) occurs at the request of a third party that has theretofore taken steps reasonably calculated to effect a Change in Control; or (b) otherwise arose in anticipation of a Change in Control. 3. In the event of a termination of employment described in this Section VIII, the Executive shall be entitled to all payments and benefits to which the Executive would have been entitled had such termination occurred during a Protection Period, except that the Executive shall not be entitled to receive any payments or benefits under this agreement, and the Company shall have no obligation to pay any payments or benefit hereunder, as a result of the termination of the Executive's employment, unless and until the Change in Control Date occurs within 90 days after termination of the Executive's employment and, in the reasonable judgment of the Company, the Executive is entitled to payment of benefits hereunder by reason of the applicability of either Section VIII.1 or VIII. 2. Notwithstanding any provision of this agreement to the contrary, for purposes of this Section VIII only, the burden of proving that the requirements of Section VIII.1 or VIII.2 have been met shall be on the Executive, and the standard of proof to be met by the Executive shall be clear and convincing evidence.
View SourceView Similar (3)
Termination in Anticipation of Change in Control. Executive shall be treated under § 3(a) as if Executive's employment had been terminated without Cause or Executive had resigned for Good Reason during Executive's Protection Period if (1)(A) Executive's employment is terminated by SunTrust or a SunTrust Affiliate without Cause on or after the date the shareholders of SunTrust approve any transaction described in §1.3(iii) or §1.3(iv) but before the Change in Control which results from such approval or (B) Executive resigns for Good Reason on or after the date the shareholders of SunTrust approve any transaction described in §1.3(iii) or §1.3(iv) but before the Change in Control which results from such approval, (2) such shareholder approval occurs on or after the date this Agreement becomes effective under § 2 and (3) there is a Change in Control which results from such shareholder approval.
View SourceView Similar (2)
Termination in Anticipation of Change in Control. The Executive shall be treated under Section 5.1 as if the Executive’s employment had been terminated without Cause or the Executive had resigned for Good Reason during the Executive’s Protection Period if (1)(A) the Executive’s employment is terminated by SunTrust or an Affiliate without Cause on or after the date the shareholders of SunTrust approve any transaction described in Section 2.6(iii) or Section 2.6(iv) but before the Change in Control which results from such approval, or (B) the Executive resigns for Good Reason on or after the date the shareholders of SunTrust approve any transaction described in Section 2.6(iii) or Section 2.6(iv) but before the Change in Control which results from such approval; and (2) there is a Change in Control which results from such shareholder approval. The Executive shall receive the Severance Amount described in Section 5.2 in a single lump sum following the later of: (x) the Executive’s Separation from Service (with payment in accordance with Section 5.3(a), or (y) the date of the Change in Control. If the date of the Change in Control is the later event, payment shall be treated as made upon the lapse of a substantial risk of forfeiture under Treas. Reg. § 1.409A-3(i)(1)(i) and treated as paid on the date of such Change in Control.
View Source
Termination in Anticipation of Change in Control. Anything in this Agreement to the contrary notwithstanding, if the Executive's employment with the Company is terminated prior to the date on which a Change in Control occurs either (i) by the Company other than for Cause or (ii) by the Executive for Good Reason, and it is reasonably demonstrated that termination of employment (a) was at the request of an unrelated third party who has taken steps reasonably calculated to effect a Change in Control, or (b) otherwise arose in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the termination shall be deemed to have occurred upon a Change in Control and the Executive will be entitled to Severance Benefits as provided in Section 3.1 hereof.
View Source

Related to Termination in Anticipation of Change in Control

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) other than in a “Non-Control Acquisition” (as defined below) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the “1934 Act”)) which results in such Person first attaining “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding Voting Securities. For purposes of the foregoing, a “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • 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).

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or