Definition of Change in Control IPO


Change in Control IPO means the Company has equity securities that are readily tradable on an established securities market or otherwise within the meaning of Q&A 6 of Treasury Regulation 1.280G-1. In the event that, prior to a Change in Control IPO, any Aggregate Payment becomes subject to the Excise Tax, the Executive will have the option (to be exercised in his sole discretion) to waive any portion of any payments or benefits due hereunder or under any other plan, program or agreement of the Company or any of its affiliates in order to avoid any such Excise Tax. The Company shall, in conformity with the requirements set forth at Q&A 7 of Treas. Reg. Section 1.280G-1, use its best efforts to seek approval from the stockholders of the Company of payment of such payments or benefits.


Change in Control IPO means a change in control of the Company that occurs when the Company (or any affiliate of the Company that would be treated, together with the Company, as a single corporation under Section 280G of the Code and the regulations thereunder) has stock that is readily tradable on an established securities market or otherwise within the meaning of Q&A 6 of Treasury Regulation 1.280G-1. In the event that the Company undergoes a change in control prior to the time that it (or any affiliate of the Company that would be treated, together with the Company, as a single corporation under Section 280G of the Code and the regulations thereunder) has stock that is readily tradeable on an established securities market (within the meaning of the Section 280G of the Code and the regulations thereunder), the Company and the Executive shall use their reasonable best efforts to seek the requisite approval by the Company’s shareholders of any payments, rights or benefits proposed to be made or provided to the Executive under this Agreement and under any other plan, program or agreement of the Company or any of its affiliates in connection with such change in control by taking all administrative steps necessary to prevent having the payments, rights or benefits or any portion thereof characterized as “parachute payments” under Sections 280G and 4999 of the Code. The Company’s actions pursuant to this provision are not intended to bind, nor shall be construed as binding, the shareholders of the Company. In connection with the obtaining of such approval, if so requested, the Executive agrees to undertake any such waivers that may be required in order for the Company to validly seek the approval of its shareholders.

Examples of Change in Control IPO in a sentence

For purposes of this Agreement, "Liquidity Event" means the first to occur of a Change in Control, IPO, or a dissolution of the Company.