Qualifying Termination Prior to Change in Control Sample Clauses

Qualifying Termination Prior to Change in Control. Notwithstanding any other provisions of this Agreement to the contrary, if the Participant’s employment with the Partnership and its Subsidiaries is terminated as a result of a Qualifying Termination, a portion of the Performance Vesting Units shall remain outstanding and eligible to vest for eighteen (18) months in accordance with the terms of Section 2.3(b)(i)-(iv) equal to the portion of the Performance Vesting Units that would have vested on the date of the Qualifying Termination if a Hypothetical Liquidation occurred immediately prior to such Qualifying Termination, as determined by the General Partner in good faith (the “Conditionally Vested Units”). If, within such eighteen (18) month period, a Change in Control occurs, any Conditionally Vested Units that otherwise would have become Vested Units upon such Change in Control based on the MOIC actually achieved by the Advent Group pursuant to the performance vesting conditions set forth in Section 2.3(b)(i)-(iv) above had the Participant been continuously employed as of such date shall become Vested Units as of immediately prior to such Change in Control and all Conditionally Vested Units remaining unvested thereafter shall automatically be forfeited without consideration. If a Change in Control is not consummated during such eighteen (18) month period then any and all Conditionally Vested Units shall be forfeited without consideration on the last day of such period.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs

Related to Qualifying Termination Prior to Change in Control

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • 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.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

Time is Money Join Law Insider Premium to draft better contracts faster.