Business Unit Divestiture Sample Clauses

Business Unit Divestiture. The occurrence of a Business Unit Divestiture shall not cause vesting or forfeiture of the Award. In the event of a Business Unit Divestiture, the Award, if not earlier forfeited, shall vest on the Vesting Date, which shall trigger payment under Paragraph 3(b). Notwithstanding the foregoing, (a) Employee's death or Disability prior to the Vesting Date shall trigger payment under Paragraph 3(b), and (b) the Award shall be forfeited and no vesting or payment shall occur if (i) Employee is terminated for Cause by the "Acquiring Entity" (as defined in Paragraph 3(h) hereof) prior to the Vesting Date or (ii) prior to reaching age 59 1/2, Employee voluntarily terminates employment with the Acquiring Entity such that Employee is no longer continuously employed by the Acquiring Entity as provided in Paragraph 3(g). If, prior to the Vesting Date, there is a "Termination Without Cause" (as defined in Paragraph 3(h) hereof) of Employee's employment with Acquiring Entity, the Award shall not be forfeited and shall vest on the Vesting Date, triggering payment under Paragraph 3(b). Employee shall promptly notify Company's Award Plan Administrator subsequent to a Business Unit Divestiture if, prior to the Vesting Date, Employee's employment with Acquiring Entity is terminated for any reason, and, until payment is made or forfeiture occurs, Employee shall keep the Award Plan Administrator apprised of Employee's residence address.
Sample 1
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Business Unit Divestiture. For purposes of this Paragraph 3, a "Business Unit Divestiture" is the consummation of a merger, reorganization, consolidation, or sale of assets, or stock or other transaction that the Committee determines is a business unit divestiture event, that involves a Company Subsidiary (as defined in Paragraph 3(j)), joint venture, division or other business unit and results in a group of employees of such business unit no longer being employed by Company, a Company Subsidiary or Affiliate (as defined in Paragraph 3(j)).
Sample 1

Related to Business Unit Divestiture

  • Divestiture If Grantee’s employment with the Company or a Subsidiary terminates as the result of a divestiture, then the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto shall become nonforfeitable in accordance with the terms and conditions of Section 1(a) as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the fifth anniversary of the Date of Grant or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first. For the purposes of this Agreement, the term “divestiture” shall mean a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

  • Divestitures Except to the extent prohibited by applicable Laws, if any BTC Recipient relinquishes Control of all or part of a business unit, or a particular function or facility of any BTC Recipient after the Effective Date (each, a “Divested Entity”), then at the request of such BTC Recipient, State Street will continue to provide the Services, including Disengagement Assistance to such Divested Entity for a period of time BTC requests, which period will not extend beyond the earlier to occur of: (a) 24 months after such entity becomes a Divested Entity; or (b) the end of the period during which State Street is required to provide Disengagement Assistance under this Agreement, at the rates and in accordance with the terms and conditions set forth in the applicable Service Modules; provided, that, such Divested Entity agrees in writing with State Street to abide by the terms and conditions of the applicable Service Module and any applicable provisions of this Agreement. The applicable BTC Recipient shall remain primarily liable for the obligations of the Divested Entity under the applicable Service Modules.

  • Condominiums/Planned Unit Developments If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project such Mortgage Loan was originated in accordance with, and the Mortgaged Property meets the guidelines set forth in the Originator's Underwriting Guidelines;

  • Promotional Stock Activities Neither the Company nor any Subsidiary of the Company and none of their respective officers, directors, managers, affiliates or agents have engaged in any stock promotional activity that could give rise to a complaint, inquiry, or trading suspension by the SEC alleging (i) a violation of the anti-fraud provisions of the federal securities laws, (ii) violations of the anti-touting provisions, (iii) improper “gun-jumping; or (iv) promotion without proper disclosure of compensation.

  • Competitive Business Activities The term "Competitive Business Activities" as used herein shall be deemed to mean the Business.

  • Competing Business “Competing Business” means any depository, wealth management or trust business company or holding company thereof (including without limitation, any start-up bank or bank in formation) operating anywhere within the Covered Area.

  • Business Activity As long as this Note shall remain outstanding, Maker shall make no change in its business activity that would make it or any of its business activities non-compliant with SBA regulations and guidelines.

  • Change in Management Permit a change in the senior management of Borrower.

  • Competitive Business The term “Competitive Business” means any person or entity that engages in any business activity that competes with the Company’s or an Affiliate’s or Subsidiary’s business in any way, in any geographic area in which the Company or an Affiliate or Subsidiary engages in business, including, without limitation, any state in the United States in which the Company or an Affiliate or Subsidiary sells or offers to sell its products from time to time.

  • Competing Interests Neither the Selling Persons, nor any director, manager, officer or management-level employee of Sellers, nor any Affiliate of the Selling Persons (each, a “Related Party”): (a) owns, directly or indirectly, an interest in any Person that is a competitor, customer or supplier of Sellers (in respect of the Business) or that otherwise has material business dealings with Sellers (in respect of the Business); or (b) is a party to, or otherwise has any direct or indirect interest opposed to Sellers under, any Business Contract or other business relationship or arrangement.

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