Change in Control Closing Date definition

Change in Control Closing Date means the date a Change in Control is consummated.
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Change in Control Closing Date means the date on which a transaction, either as a single transaction or in a series of related transactions, closes, resulting in a Change in Control.
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Change in Control Closing Date means the date a Change in Control is c onsummated during the Performance Cycle.
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Examples of Change in Control Closing Date in a sentence

  • At all times prior to the date that the Committee determines that each Performance Goal has been met (following the last date of the Performance Cycle) or, if applicable under Section 6 or 7(b), the Change in Control Closing Date or the Participant’s Separation from Service, respectively, the benefit payable under this Award Agreement is subject to a substantial risk of forfeiture within the meaning of Treasury Regulation § 1.409A-1(d) (or any successor regulation).

  • In the event of a Change in Control, the Executive shall be entitled: (a) at the Executive's option, to accelerate this agreement's Expiration Date to the date of the actual closing of any transaction which constitutes a Change in Control (the "Change in Control Closing Date"); and (b) to all payments and benefits provided in Section 12.5 in respect of a Constructive Termination without Cause.

  • Executive will not be eligible to receive any Incentive Benefits and Payments if Executive is not employed by the Company immediately prior to closing of the Change in Control transaction on the Change in Control Closing Date.

  • Such payment shall be paid within ten (10) business days following the Change in Control Closing Date.

  • Pursuant to existing Company policy, which policy has been unanimously approved by the Company’s Board of Directors and the Compensation Committee of the Company’s Board of Directors, options to acquire common stock of the Company granted to Executive prior to the Change in Control Closing Date (“Executive’s Options”), which have not vested as of the Change in Control Closing Date, shall vest immediately prior to the effective time of a Change in Control on the Change in Control Closing Date.

  • Notwithstanding any provision of this Award Agreement to the contrary, if there is a Change in Control and the Change in Control Closing Date occurs during the Participant's Employment and prior to (a) the final Vesting Date or (b) a vesting event under Section 4 above, then, upon the Change in Control Closing Date, the Participant's right to receive the unvested units of Common Stock subject to this Award Agreement shall be fully vested.

  • The Repurchase Date shall be the date on which the Change in Control is consummated (the “ Change in Control Closing Date”), unless the Change in Control Closing Date is the same date as the announcement of the transaction or execution of an agreement providing for such Change in Control, in which case the Repurchase Date shall be as soon as practicable after the Change in Control Closing Date (but in any event within 30 days thereof).

  • Notwithstanding any provision of this Award Agreement to the contrary, if there is a Change in Control and the Change in Control Closing Date occurs during the Participant’s Employment and prior to (a) the final Vesting Date or (b) an accelerated vesting event under Section 4 above, then, upon the Change in Control Closing Date, the Participant’s right to receive the unvested units of Common Stock subject to this Award Agreement shall be fully vested.

  • With respect to a conversion pursuant to this Section 5(b)(ii), the date of delivery of such notice or, if specified, the date of the conversion set forth in such notice (which may be the Change in Control Closing Date but shall not be earlier that the date of the delivery of such notice) shall be the “Conversion Date” for purposes of Section 5(d).

  • Notwithstanding anything herein to the contrary and without regard tothe Performance Goals, if (i) there is a Change in Control during the Performance Cycle and prior to the Participant’s Separation from Service due to death or Disability and (ii) the Acquiror does not assume or continue this Award or provide a substantially equivalent award in substitution for this Award pursuant to Section 6(a), then upon the Change in Control Closing Date, the Participant’s right to receive the Target Shares shall vest.


More Definitions of Change in Control Closing Date

Change in Control Closing Date means the date a Change in Control is consummated during the Performance
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Change in Control Closing Date means the date a Change in Control is consummated during the Performance Cycle. “Disability” means that the Participant is both eligible for and in receipt of benefits under the Company’s long-term disability plan. “Employment” means employment with the Company or any of its Subsidiaries.
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Related to Change in Control Closing Date

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change in Control Transaction means the occurrence of any of the following events:

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Change in Control means the occurrence of any of the following events:

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Change of Control means the occurrence of any of the following events:

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

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

  • IPO Closing Date means the closing date of the IPO.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Scheduled Closing Date Has the meaning specified in the NPA.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Original Closing Date means March 21, 2013.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.