Change in Control Events. For purposes of this Agreement, "Change in Control" shall be defined as: (1) the adoption of a plan of merger or consolidation of the Company with any other corporation as a result of which the holders of the outstanding voting stock of the Company as a group would receive less than fifty percent (50%) of the voting stock of the surviving or resulting corporation; (2) the adoption of a plan of liquidation or the approval of the dissolution of the Company; or (3) the sale or transfer of substantially all of the assets of the Company.
Change in Control Events. (a) Upon the occurrence of a Change in Control Event (as defined below), regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan), except to the extent specifically otherwise provided in another agreement between the Company and the Participant, all of the then unvested Units become vested upon the consummation of the Change in Control Event without any action on the part of the Company, the acquiring or succeeding corporation or the Participant.
Change in Control Events. (a) Upon the occurrence of a Change in Control Event (as defined below), regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan), except to the extent specifically otherwise provided in another agreement between the Company and the Participant, one-half of the number of then unvested Units become vested if, on or before the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding corporation is terminated for Good Reason (as defined below) by the Participant or is terminated without Cause (as defined below) by the Company or the acquiring or succeeding corporation.
Change in Control Events. (a) Upon the occurrence of a Change in Control Event (as defined below), regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan), except to the extent specifically otherwise provided in another agreement between the Company and the Participant, one-half of the number of then unvested Units become vested if, on or before the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding entity is terminated for Good Reason (as defined below) by the Participant or is terminated without Cause (as defined below) by the Company or the acquiring or succeeding entity. If the effective date of such termination occurs after the Final Multiplier has been determined, then each Unit becoming vested under this Section 13(a) is automatically converted into Shares at a rate determined based on the application of the Final Multiplier. If the effective date of such termination occurs before the Final Multiplier has been determined, then each Unit becoming vested under this Section 13(a) shall remain outstanding until the Final Multiplier has been determined, at which time such vested Unit is automatically converted into Shares at a rate determined based on the application of the Final Multiplier.
Change in Control Events. (a) Upon the occurrence of a Change in Control Event (as defined below), regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan), except to the extent specifically otherwise provided in another agreement between the Company and the Participant, this option becomes vested and exercisable with respect to one half of the number of shares subject to the unvested portion of this option if, on or before the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding corporation is terminated for Good Reason (as defined below) by the Participant or is terminated without Cause (as defined below) by the Company or the acquiring or succeeding corporation.
Change in Control Events. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if:
Change in Control Events. (Section 4.05 of the Plan.) In the event of one or more of the following Change in Control Events, distribution will be made of all of the Participant’s vested Accrued Benefit: ¨ a change in the ownership of the SCP Pool Corporation ¨ a change in effective control of SCP Pool Corporation ¨ a change in the ownership of a substantial portion of the assets of SCP Pool Corporation x all of the above
Change in Control Events. No amounts or benefits shall be payable or provided for pursuant to this Section 10 unless a Change in Control Event shall occur during the Term.
Change in Control Events. In the event that the FSAM Master Agreement or any Transaction thereunder is subject to a provision specifying that an Additional Termination Event shall occur if FSAM is no longer an Affiliate of or otherwise controlled by Financial Security Assurance Holdings Ltd., such Additional Termination Event shall no longer be applicable or be of any force or effect.
Change in Control Events. In the event of a Change in Control occurring during the Retention Period, the forfeiture and repayment requirements described in Section 2 above (inclusive of any related requirements set forth in any Restricted Stock award agreement or other supplemental agreement by and between the Company and the Participant) and the Covenants set forth in Section 3 above shall terminate and be of no further effect; provided, however that the redemption of any interests in a Company Fund shall be subject to any such additional restrictions and limitations as may be imposed by the governing documents pursuant to which such Company Fund is organized and operated. For the avoidance of doubt, the provisions of the foregoing Sections 2 and 3 shall remain in effect per their terms in the event of any Corporate Transaction that is not a Change in Control.
