Effect of Change in Control Event Sample Clauses

Effect of Change in Control Event. Notwithstanding any provision of this Agreement to the contrary, in the event of a Change in Control Event as provided in Sections 7.2 and 7.3 of the Plan, (x) the Shares described in Section 3(a)(i) shall become exercisable as of the consummation of such Change in Control Event and (y) any Shares described in Sections 3(a)(ii) through (v) that remain unvested as of the date of such Change in Control Event shall immediately vest and become exercisable as of the consummation of such Change in Control Event to the extent that the transaction price (as determined by the Board or Committee in good faith) upon such Change in Control Event exceeds the Exercise Price by the percentage provided in the applicable clause (ii) through (v) of Section 3(a), in each case, subject to the Grantee’s continued employment through the consummation of the Change in Control Event. Any Shares that do not vest pursuant to this Section 3(b) shall terminate as of the consummation of such Change in Control Event without any consideration therefor.
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Effect of Change in Control Event. Upon Grantee’s termination of employment without Cause (as defined in the Employment Agreement) or resignation for Good Reason (as defined in Grantee’s Employment Agreement), in each case, on or within two years after a Change in Control Event as defined in Section 7.3 of the Plan (and notwithstanding any provision of Sections 7.2 and 7.3 of the Plan or Grantee’s Employment Agreement to the contrary), the Adjustment Option (to the extent outstanding at the time of such termination event) shall become fully vested and exercisable as of the date of such termination event.
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Effect of Change in Control Event. Upon the occurrence of a Change in Control Event, the Award to the extent not previously vested shall thereupon vest, subject to the provisions of Sections 6.2(a), 6.2(e) and 6.4 of the Plan and Sections 11 and 12 of this Agreement.
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Effect of Change in Control Event. Notwithstanding anything to the contrary in Section 3 of this Agreement or Section 7.2 of the Plan, in the event of the dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock) or a Change in Control Event (an “Acceleration Event”), the Award shall be deemed vested as of the effective date of the Acceleration Event with respect to the applicable number of the total Stock Units subject to the Award (with such number subject to adjustment under Section 7.1 of the Plan) set forth in the table below based upon the year following the Award Date (measured with reference to anniversaries of the Award Date) in which such Acceleration Event occurs: Year Following Award Date Number of Units Deemed Vest 1st 9,242.14419 2nd 10,905.73014 3rd 12,569.31610 4th 14,232.90205 5th 15,896.48800 6th 17,560.07396 7th 19,223.65992 8th 20,887.24587 9th 22,550.83182 10th 24,214.41778 11th 25,878.00373 12th 27,541.58969 13th 29,205.17564 14th 30,807.14730 Any Stock Units subject to the Award that are not vested after giving effect to the foregoing provisions of this Section 9 shall terminate as of the effective date of the Acceleration Event, unless provision has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption or exchange of the Award in connection with the Acceleration Event. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Executive, or the Executive’s beneficiary or personal representative, as the case may be.
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Effect of Change in Control Event. Notwithstanding anything to the contrary in Section 3 of this Agreement or Section 7.2 of the Plan, in the event of the dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock) or a Change in Control Event (an “Acceleration Event”), the Award shall be deemed vested as of the effective date of the Acceleration Event with respect to the applicable number of the total Stock Units subject to the Award (with such number subject to adjustment under Section 7.1 of the Plan) set forth in the table below based upon the year following the Award Date (measured with reference to anniversaries of the Award Date) in which such Acceleration Event occurs: Year Following Award Date Number of Units Deemed Vest 1st 9,242.14419 2nd 12,322.85892 3rd 15,403.57365 4th 18,484.28838 5th 21,565.00311 6th 24,645.71784 7th 27,726.43257 8th 30,807.14730 Any Stock Units subject to the Award that are not vested after giving effect to the foregoing provisions of this Section 9 shall terminate as of the effective date of the Acceleration Event, unless provision has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption or exchange of the Award in connection with the Acceleration Event in a manner and to the extent that such survival, substitution, assumption or exchange would not result in any tax, interest or penalty under Section 409A of the Code. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Executive, or the Executive’s beneficiary or personal representative, as the case may be.
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Effect of Change in Control Event. 8.2.1 Notwithstanding any other provision of this Agreement, following a Change in Control Event, the provisions or the interpretation or administration of this Agreement may not be amended or terminated in any manner which would adversely affect in any way the computation or amount of or entitlement to benefits under the Agreement as in effect immediately prior to the Change in Control Event, including, but not by way of limitation, any adverse change in or to:
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Related to Effect of Change in Control Event

  • Effect of Change in Control In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

  • Change in Control Event XX (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

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

  • 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.

  • Effect of Change of Control Upon a Change of Control, a number of Units shall, upon certification of performance by the Committee, convert into time-based restricted stock units (the “Time-Based Units”) (as may be adjusted in accordance with Section 4.4 of the Plan) calculated based on a performance period from January 1, 2023 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Change of Control; and provided further that the Date of Issuance in such case shall be December 31, 2025 subject to either (1) your continued employment through such date or (2) your Retirement, pursuant to Section 2(b)(iii). Upon your termination of employment by Capital One without Cause or for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a Change of Control of Capital One and prior to the Date of Issuance with respect to the Time-Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (to the extent not previously vested or forfeited as provided herein) and such date shall be the Date of Issuance; provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in and pursuant to Reg. Section 1.409A 1(i) or any successor regulation, on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting prior to the earlier of (i) the date which is six months from the date of your “separation from service” (as defined in Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that have vested, the Shares related thereto shall be issued to you, in settlement of such vested Time-Based Units, on the Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the underlying Shares, which do not vest on or before the Date of Issuance, as provided in this Section 2, shall immediately be forfeited as of such Date of Issuance (to the extent not previously forfeited as provided herein).

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

  • Change in Control Definition For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company.

  • 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 After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

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