Active Change in Control Proposal Period definition

Active Change in Control Proposal Period means any period:
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Active Change in Control Proposal Period. As used in this Agreement the term “Active Change in Control Proposal Period” shall mean any period:
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Active Change in Control Proposal Period means any period: (i) during which the Board has authorized the Company’s solicitation of offers for a transaction which, if consummated, would constitute a Change in Control; or (ii) during which the Company has received a proposal for a transaction which, if consummated, would constitute a Change in Control, and the Board has not determined to reject such proposal without any counter-offer or further discussions; or (iii) during which any proxy solicitation or tender offer with regard to the securities of the Company is ongoing, if the intent of such proxy solicitation or tender offer is to cause the Company to solicit offers for or enter into a transaction that would constitute a Change in Control; For the avoidance of doubt, the transactions consummated pursuant to the Merger Agreement shall not constitute a Change in Control for purposes of this Agreement.
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Examples of Active Change in Control Proposal Period in a sentence

  • The Corporation will pay Executive a lump sum equal to three times Executive’s base salary, as determined immediately preceding the Change in Control or immediately preceding the date of Executive’s termination if Severance Pay is paid upon a termination during an Active Change in Control Proposal Period, and disregarding any reduction in base salary that constitutes Good Reason.

  • If Executive’s employment terminates during an Active Change in Control Proposal Period in a manner qualifying Executive for Severance Pay, the Corporation will pay Executive the Severance Pay following the date of the Change in Control as provided in this Section 2.


More Definitions of Active Change in Control Proposal Period

Active Change in Control Proposal Period means any period: (i)during which the Board of Chemical has authorized Chemical’s solicitation of offers for a transaction which, if consummated, would constitute a Change in Control; or (ii)during which Chemical has received a proposal for a transaction which, if consummated, would constitute a Change in Control, and the Board of Chemical has not determined to reject such proposal without any counter-offer or further discussions; or (iii)during which any proxy solicitation or tender offer with regard to the securities of Chemical is ongoing, if the intent of such proxy solicitation or tender offer is to cause Chemical to solicit offers for or enter into a transaction that would constitute a Change in Control; (b)except for termination as provided above pursuant to written notice from Executive to Chemical, upon the occurrence of a “Change in Control” (as defined in Section 7(a)), the Term of this Agreement shall automatically be extended until the second anniversary of the effective date of the Change in Control, even if Chemical has given notice of its intent to terminate this Agreement; and (c)termination of this Agreement shall not affect the obligations of either party accrued before termination of the Agreement, including Executive’s obligations under Sections 6 through 14. 2 Provided, however, that the Merger, and any and all actions and omissions which are connected with the Merger and which occurred prior to or occur after the Merger shall not constitute and shall be deemed not to constitute and shall not give rise to an “Active Change in Control Proposal Period”. The Initial Term and all renewals together shall constitute the “Term” of this Agreement.
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Related to Active Change in Control Proposal Period

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

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Change in Control means the occurrence of any of the following events:

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control or (iii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).