Treatment on a Change in Control Clause Samples
Treatment on a Change in Control. Notwithstanding Section 4(a) above, in the event of a Change in Control that occurs prior to the end of the Vesting Period and provided that the Participant is still in Continuous Service on the date of the Change in Control, the RSUs shall Vest (to the extent the RSUs have not previously become Vested or been forfeited) on the date of the Change in Control.
Treatment on a Change in Control. Notwithstanding anything herein to the contrary, in connection with a Change in Control, the Board shall determine in its sole discretion, and shall, to the extent applicable, ensure that the definitive documentation setting forth the terms of the Change in Control provides, that either: (a) the Company shall continue to maintain in effect, or the Company’s successor shall assume, the Plan, this Award Agreement and the Option outstanding hereunder (together with all other outstanding equity incentive plans, award agreements and awards of the Company), and such Option shall continue to remain outstanding, with the number and kind of Shares or other equity subject to the Option adjusted to reflect the Change in Control in accordance with the terms of the Plan, and otherwise in accordance with and subject to the terms and conditions of the Option (including, without limitation, with respect to vesting, exercise, forfeiture, repurchase and restrictive covenants) as in effect immediately prior to the Change in Control; or (b) the Option shall be cancelled immediately prior to and contingent upon the consummation of such Change in Control in exchange for a cash payment to you in respect thereof in an amount calculated based on the value of the shares of Stock subject to the Option at the time of such Change in Control as determined by the Board in its sole discretion, in all cases, assuming the Option was fully vested and exercisable and/or not subject to forfeiture, as applicable. For avoidance of doubt: In respect of any share of Stock subject to the Option, you shall be eligible to receive an amount in cash equal to the excess, if any, of (i) the value of the per-share consideration received by sellers of the Stock generally in the Change in Control over (ii) the exercise price applicable to such share. Payments described in this Section 6.2 shall be made on, or as soon as administratively practicable following, the Change in Control.
Treatment on a Change in Control. Notwithstanding Section 4(a) above, in the event of a Change in Control that occurs prior to the end of the Vesting Period and provided that the Participant is still in Continuous Service on the date of the Change in Control, the RSUs shall Vest (to the extent the RSUs have not previously become Vested or been forfeited) or be converted into Replacement Awards eligible for accelerated vesting on a Qualifying Termination, as prescribed in Section 13 of the Plan. Provided the RSUs are exempt from Code Section 409A, the definition of Change in Control for purposes of this Agreement shall include, in addition to the events listed under the Plan, the occurrence of any of the following events:
(i) any Person becomes a Beneficial Owner (as such term is defined in the Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of either (A) 50% or more of the then-outstanding general or limited partnership interests of the Advisor (“Advisor Interests”), (B) 50% or more of the then-outstanding membership interests of NexPoint Real Estate Advisors GP, LLC (the “Advisor GP”) (“Advisor GP Interests”), (C) 50% or more of the then outstanding general or limited partnership interests of NexPoint Advisors, L.P. (the “Advisor Parent”) (“Advisor Parent Interests”) or (D) 50% or more of the then-outstanding membership interests of NexPoint Advisors GP, LLC (the “Advisor Parent GP”) (“Advisor Parent GP Interests”); provided, however, that for purposes of this subsection (i), the following acquisitions of Advisor Interests, Advisor GP Interests, Advisor Parent Interests or Advisor Parent GP Interests shall not constitute a Change in Control: (W) an acquisition directly from the Advisor, the Advisor GP, the Advisor Parent or the Advisor Parent GP, respectively, (X) an acquisition by the Advisor or an Advisor Affiliate, (Y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Advisor or any Advisor Affiliate, or (Z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (ii) below);
(ii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Advisor, the Advisor GP, the Advisor Parent or the Advisor GP (an “Advisor Reorganization”), or the sale or other disposition of all or substantially all of the Advisor’s, the Advisor GP’s, the Advisor Parent’s or the Advisor GP’s assets (an “Advisor Sal...
Treatment on a Change in Control. Notwithstanding Section 4(a) above, in the event of a Change in Control that occurs prior to the end of the Vesting Period and provided that the Participant is still in Continuous Service on the date of the Change in Control, the RSUs shall become Vested and payable, if at all, in accordance with this Section 4(d).
(i) Unless a Replacement Award is provided to the Participant in accordance with Section 4(d)(ii), the RSUs shall Vest (to the extent the RSUs have not previously become Vested or been forfeited) on the date of the Change in Control.
(ii) If (A) the Company or the Company’s successor replaces the outstanding award with a Replacement Award and (B) the Replacement Award requires accelerated full Vesting on a Qualifying Termination (to the extent not previously Vested or forfeited), there will be no accelerated Vesting of the Participant’s Replacement Awards due solely to the Change in Control that required the outstanding award to be replaced with a Replacement Award.
(iii) A Replacement Award shall provide that to the extent the Replacement Award vests due to a Qualifying Termination, payment will be made within 10 days following such Qualifying Termination. In order for the Replacement Awards to vest, if the Replacement Award is:
(A) exempt from Code Section 409A, the Qualifying Termination may occur at any point following the Change in Control.
(B) subject to Code Section 409A, the Qualifying Termination must occur within the two years following the Change in Control for the award to vest.
Treatment on a Change in Control. If (i) a Change in Control occurs prior to the end of the Measurement Period and (ii) this Award is not assumed as provided in Section 14(c) of the Plan, then the Board will: ● With respect to the __________ Vesting Condition:
Treatment on a Change in Control. Notwithstanding anything in this Award Agreement or in any employment or change in control or similar individual agreement between the Company and the Participant to the contrary, any PSUs subject to this Award Agreement, to the extent outstanding and unvested immediately prior to the consummation of a Change in Control, shall be treated as follows: (i) the PSUs, to the extent unearned in accordance with paragraph (a) above, shall be deemed to be earned at [ ] ([X]%) and (ii) the earned PSUs, after giving effect to the preceding subsection (i) (but not more than [ ] ([X]%) of the PSUs), shall continue to be subject to the service vesting condition specified in paragraph (b) above unless otherwise provided by the Administrator in the Change in Control transaction.