Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade or business) of the Company or an Affiliate to an unrelated buyer, you become an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4).
Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade or business) of the Company or an Affiliate to an unrelated buyer, you become an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4). XXXXX FARGO & COMPANY 2022 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT Exhibit C to Performance Share Award Agreement XXXXX FARGO & COMPANY Clawback and Forfeiture Policy Effective as of January 1, 2021, this Clawback and Forfeiture Policy (the “Policy”) of Xxxxx Fargo & Company (”Xxxxx Fargo”), as adopted by Xxxxx Fargo’s Board of Directors, is as follows.
Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade or business) of the Company or an Affiliate to an unrelated buyer, you become an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4). [Notice Period The applicable period of advance written notice required by paragraph 9(d) of the Award Agreement prior to your resigning or Retiring from the Company or an Affiliate depends upon your job title and/or job description, as set forth in the table below: Business Division Applicable Job Titles and/or Job Descriptions Length of Required Notice Period Any business division of Xxxxx Fargo & Company or its Affiliates Senior Executive Vice President Executive Vice President Direct report of an Operating Committee member, excluding non-executives 90 days Corporate & Investment Banking (CIB) Managing Director 90 days Director 60 days Vice President 30 days Commercial Banking Managing Director 90 days Director 60 days] Exhibit B XXXXX FARGO & COMPANY Clawback and Forfeiture Policy Effective as of January 1, 2021, this Clawback and Forfeiture Policy (the “Policy”) of Xxxxx Fargo & Company (”Xxxxx Fargo”), as adopted by Xxxxx Fargo’s Board of Directors, is as follows.
Asset purchase transaction. On the Closing Date, but subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, transfer and assign the Acquired Assets to Buyer, free and clear of all Liens, and Buyer shall purchase and acquire the Acquired Assets and assume the Assumed Liabilities from Seller.
Asset purchase transaction. All conditions precedent to the APA Buyer’s obligation to close under the Asset Purchase Agreement shall have been satisfied, and the closing of the transaction under the Asset Purchase Agreement shall occur contemporaneously with the Closing under this Agreement.
Asset purchase transaction. All conditions precedent to the APA Sellers obligation to close under the Asset Purchase Agreement shall have been satisfied, and the closing of the transaction under the Asset Purchase Agreement shall occur contemporaneously with the Closing under this Agreement. In the event of a failure at or prior to the Closing of any of the foregoing conditions, subject to any applicable notice and cure period under the Asset Purchase Agreement, Seller shall have the right to terminate this Agreement upon written notice to Buyer; provided, further, if such failure is the result of a breach by Buyer and the Asset Purchase Agreement is not terminated, Seller shall have the rights and remedies under Section 10.1 of this Agreement in addition to all rights under the Asset Purchase Agreement.
Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade or business) of the Company or an Affiliated Company to an unrelated buyer, you become an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4). Form of Restricted Share Rights Award Agreement for Grants on or after April 7, 2019 Brackets identify provisions that may vary depending on the particular xxxxx, xxxxx recipient and/or other relevant factor. XXXXX FARGO & COMPANY LONG-TERM INCENTIVE COMPENSATION PLAN RESTRICTED SHARE RIGHTS AWARD AGREEMENT Grant Date: [applicable date]
Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade or business) of the Company or an Affiliate to an unrelated buyer, you become an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4). Exhibit B XXXXX FARGO & COMPANY Clawback and Forfeiture Policy Effective as of January 1, 2021, this Clawback and Forfeiture Policy (the “Policy”) of Xxxxx Fargo & Company (”Xxxxx Fargo”), as adopted by Xxxxx Fargo’s Board of Directors, is as follows.
Asset purchase transaction
