No Change in Control definition

No Change in Control calculations reflect full vesting after 5 years; "Change in Control" calculations reflect automatic 100% vesting regardless of service. *****Annual benefit payable for life starting at age 55, or immediately if over age 55. CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF COGNIZANT CORPORATION PERSONAL AND CONFIDENTIAL T2 Cognizant Executive Title(s) Address Dear T2 Executive: Cognizant Corporation (the "Company") considers it essential to the best interests of its stockholders to ▇▇▇▇▇▇ the continued employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of such personnel to the detriment of the Company and its stockholders. As you are a skilled and dedicated executive with important management responsibilities and talents, the Company believes that its best interests will be served if you are encouraged to remain with the Company. The Company has determined that your ability to perform your responsibilities and utilize your talents for the benefit of the Company, and the Company's ability to retain you as an employee, will be significantly enhanced if you are provided with fair and reasonable protection from the risks of a change in ownership or control of the Company. Accordingly, in order to induce you to remain in the employ of the Company, you and the Company agree as follows:
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No Change in Control calculations reflect full vesting after 5 years; "Change in Control" calculations reflect automatic 100% vesting regardless of service.
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No Change in Control calculations reflect full vesting after 5 years; "Change in Control" calculations reflect automatic 100% vesting regardless of service. ***** Annual benefit payable for life starting at age 55, or immediately if over age 55. Date PERSONAL AND CONFIDENTIAL [FirstName] [JobTitle] [Company] Dear [LastName]: IMS Health Incorporated (the "Company") considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel. In thi▇ ▇▇▇▇ection, the Board of Directors of the Company (the "Board") recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of such personnel to the detriment of the Company and its stockholders. As you are a skilled and dedicated executive with important management responsibilities and talents, the Company believes that its best interests will be served if you are encouraged to remain with the Company. The Company has determined that your ability to perform your responsibilities and utilize your talents for the benefit of the Company, and the Company's ability to retain you as an employee, will be significantly enhanced if you are provided with fair and reasonable protection from the risks of a change in ownership or control of the Company. Accordingly, in order to induce you to remain in the employ of the Company, you and the Company agree as follows:
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Examples of No Change in Control in a sentence

  • No Change in Control shall result if the assets are transferred to certain entities controlled directly or indirectly by the shareholders of the transferring corporation.

  • No Change in Control shall be deemed to have occurred in the event of a transfer to a related person or as described in Code Section 409A.

  • No Change in Control payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence.

  • No Change in Control Payment shall be made in case of termination of employment of the Employee by reason of resignation of the Employee other than for Good Reason, death of the Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence.

  • No Change in Control Payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence.

  • Neither Constituent Company or any Subsidiary Guarantor shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. No Change in Control shall have occurred.

  • No Change in Control benefits under Sections 1 or 2 will apply if the Change in Control or Involuntary Termination occurs after the Executive has (i) given notice of Voluntary Resignation or (ii) been given notice of termination for Cause by the Company, unless that notice of termination for Cause is subsequently withdrawn (in writing) by the Company and Executive’s employment does not terminate as a result of such notice.

  • Neither the Issuer nor the General Partner shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. No Change in Control shall have occurred.

  • No Change in Control Separation Benefits will be paid prior to the Release Date.

  • No Change in Control of Borrower or Weeks ----------------- Corporation shall occur, there shall be no transfer by Weeks Corporation of its ownership of any of the capital stock of GP Holdings, GP Holdings shall issue no capital stock to any Person other than Weeks Corporation, there shall be no transfer of any right, title or interest of GP Holdings in its general partner interest in Borrower, and no general partner shall be admitted to Borrower other than GP Holdings.

Related to No Change in Control

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

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

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

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