Transfer to Non-Participating Subsidiary Sample Clauses
The 'Transfer to Non-Participating Subsidiary' clause governs the conditions under which a party may transfer its rights or obligations under an agreement to a subsidiary that is not directly involved in the original contract. Typically, this clause outlines any required consents, notifications, or limitations on such transfers, and may specify whether the transferring party remains liable after the transfer. Its core function is to address potential changes in the contractual relationship structure, ensuring that all parties are aware of and can manage the risks associated with the involvement of new, non-participating entities.
Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), unvested Awards will continue to vest on schedule subject to all other provisions of this Agreement. If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 3(g) will apply to the Awards. For purposes of this Agreement, “controlled group” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).
Transfer to Non-Participating Subsidiary. (i) If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), the Award will continue to vest on schedule [and vested Option shares may continue to be exercised (but not later than the Option expiration date)].
(ii) If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 6(h) will apply to the Award.
Transfer to Non-Participating Subsidiary. (i) If Participant transfers to a subsidiary that is a member of the "controlled group" of Citigroup (as defined below), unvested shares will continue to vest on schedule [vested Option shares may continue to be exercised (but not later than the Option expiration date)], subject to all other provisions of this Agreement.
(ii) If Participant transfers to a subsidiary that is not a member of the "controlled group" of Citigroup (as defined below), the provisions of Section [6](h) will apply to the Award. For purposes of this Agreement, "controlled group" has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).
Transfer to Non-Participating Subsidiary. (i) If Participant transfers to a subsidiary that is a member of the "controlled group" of Citigroup (as defined below), or to a subsidiary that is not a member of such "controlled group," but is consolidated with Citigroup for financial reporting purposes (including, in each case, a transfer covered under the Citigroup Expatriate Program), the Award will continue to vest on schedule and vested Option shares may continue to be exercised (but not later than the Option expiration date).
(ii) If Participant transfers to a subsidiary that is not a member of the "controlled group" of Citigroup (as defined below), and that is not consolidated with Citigroup for financial reporting purposes, [(i)] unvested [shares] ["Core CAP Basic Shares" (as defined below) and "Supplemental CAP Shares"] will vest and shares of Citigroup common stock will be distributed to Participant as soon as practicable thereafter [; (ii) a prorated portion of any unvested "Core CAP Premium Shares" (as defined below) will vest and shares of Citigroup common stock will be distributed to Participant as soon as practicable thereafter (such prorated
(iii) vesting of an Option will cease and vested Option shares may continue to be exercised for up to 90 days after the termination date of Participant's employment (but not later than the Option expiration date). For purposes of sub-paragraphs (i) and (ii) above, "controlled group" means any company or other entity that is related to Citigroup as a member of a controlled group of corporations in accordance with Section 414(b) of the United States Internal Revenue Code of 1986 (the "Code") or as a trade or business under common control in accordance with Section 414(c) of the Code.
Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary of Citigroup that does not participate in DIRAP, CAP or DCAP, unvested Awards will continue to vest on schedule subject to all other provisions of this Agreement.
(i) Employing Company is Acquired by Another Entity (Change in Control). If Participant is employed by a company or other legal entity that is the subject of a transaction that is described in Section 409A(a)(2)(A)(v) of the United States Internal Revenue Code of 1986, as amended (the “Code”)(hereinafter, a “change in control”), or if Citigroup experiences a change in control, unvested Awards will continue to vest on schedule subject to all other provisions of this Agreement. In the event of a “Change of Control” (as defined in the Stock Incentive Plan) of Citigroup, the Committee, in its sole discretion may, subject only to the limitations specified in the Stock Incentive Plan and in Sections 12, 13 and 14 of this Agreement, take any actions with respect to awards (including this Award) that are permitted by the Stock Incentive Plan, including, but not limited to, making adjustments that it deems necessary or appropriate to reflect the transaction, or causing awards to be assumed, or new rights substituted therefor, by the surviving entity in such transaction.
Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary of Citigroup that does not participate in DIRAP, CAP or DCAP, unvested Awards will continue to vest on schedule subject to all other provisions of this Agreement.
Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), the unvested Deferred Cash Award will continue to vest on schedule subject to all other provisions of this Agreement, including, without limitation, the Citi Clawback and the General Clawback. If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 3(g) will apply to the Deferred Cash Award. For purposes of this Agreement, “controlled group” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).
Transfer to Non-Participating Subsidiary. (i) If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), the Option will continue to vest on schedule and vested Option shares may continue to be exercised, subject to satisfaction of the G▇▇▇▇ ▇▇▇▇▇ Exercise Condition, until no later than the Option expiration date.
(ii) If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), vesting of an Option will cease and any unvested Option shares will be cancelled as of the transfer date, but vested Option shares may be exercised, subject to satisfaction of the G▇▇▇▇ ▇▇▇▇▇ Exercise Condition, until no later than the Option expiration date.
Transfer to Non-Participating Subsidiary. (i) If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), participation in the Program will continue, subject to all other terms and conditions of this Agreement.
(ii) If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), any unvested portion of the Award will be canceled as of the termination date of Participant’s employment. Any previously vested shares, and accrued dividend equivalents, if applicable (less appropriate withholdings for the payment of taxes), will be distributed to Participant on the 30th day after the Award Termination Date.
Transfer to Non-Participating Subsidiary. (i) If Participant transfers to a subsidiary that is a member of the "controlled group" of Citigroup (as defined below), the Award will continue to vest on schedule and vested Option shares may continue to be exercised (but not later than the Option expiration date).
(ii) If Participant transfers to a subsidiary that is not a member of the "controlled group" of Citigroup (as defined below), [(A)] unvested [shares] ["Core CAP Basic Shares" (as defined below) and "Supplemental CAP Shares"] will vest and shares of Citigroup stock will be distributed to Participant [; (B) a prorated portion of any unvested "Core CAP Premium Shares" (as defined below) will vest and shares of Citigroup stock will be distributed to Participant (such prorated portion shall be calculated (1) by assuming that the portion of the restricted or deferred stock award scheduled to vest on each different vesting date is a separate award, and (2) for each separate award, by multiplying the number of unvested "Core CAP Premium Shares" (as defined below) that are subject to such separate award by a fraction, the numerator of which is equal to the number of days the Participant was employed by the Company during the vesting period applicable to such separate award and the denominator of which is equal to the number of days in the entire vesting period applicable to such separate award);] and [