Change of Control with New CEO Sample Clauses

Change of Control with New CEO. If, immediately before the effective date of a Change of Control, the Employee is employed by the Corporation but is not provided the opportunity to serve as the Chief Executive Officer of the Corporation or its successor (“CEO”) following the Change of Control, then the Employee’s Restricted Stock Units under this Award shall become immediately and fully vested upon the effective date of the Change of Control. Notwithstanding anything to the contrary in this Award Agreement, the Employee’s employment shall be deemed to have been terminated under this subsection (c) (and not under any other subsection of this Section 4) if (i) his employment is terminated without Cause at the direction of a person or entity who has entered into an agreement with the Corporation, the consummation of which will constitute a Change of Control, or (ii) if the Employee terminates his employment after an “Impending Change of Control” (as defined in the Executive Termination Agreement) for good reason that qualifies as an “involuntary termination” under Treas. Reg. Sect. 1.409A-1(n).
Sample 1
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Related to Change of Control with New CEO

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • Notice of Change of Control Each occasion that any Change of Control shall occur and such notice shall set forth in reasonable detail the particulars of each such occasion.

  • Definition of Change of Control For purposes of this Agreement, a “Change of Control” will mean the first to occur of:

  • Change of Control Defined For purposes of this Agreement, a “Change of Control” shall mean:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Definition of Change in Control For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Termination Following Change of Control Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for "cause" (following a change of control), "

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any Vector Plan or Spinco Plan.

  • Change of Control Definition For purposes of this Agreement, a “Change of Control” means either:

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