CIC Event definition

CIC Event means a change of control of the Company whereby: ​ (i) any corporation, person, or other entity, including a group, becomes the beneficial owner of 51% or more of the combined voting power of the Company’s then outstanding securities; ​ (ii) due to the consummation of a merger, reorganization or consolidation of the Company, the shareholders of the Company immediately prior to the merger, reorganization or consolidation no longer own 51% or more of the combined voting power of the merged, reorganized or consolidated company; ​ (iii) due to the sale, transfer, or other disposition of all or substantially all of the assets of the Company, the shareholders of the Company immediately prior to the sale, transfer or other disposition of assets no longer own 51% ​ ​ or more of the combined voting power of the entity to which assets were sold or transferred; ​ (iv) a plan of liquidation of the Company is consummated; or ​ (v) within any two (2) year period, a majority of the Company’s Board of Director positions are no longer held by the same directors, other than as a result of any settlement of a proxy contest or attempt to avoid a proxy contest. ​
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CIC Event has the meaning set forth in Section 7.06(b).
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CIC Event has the meaning set forth in Section 7.06(b). “CIC Shareholder” has the meaning set forth in Section 7.06(b). “Class A Shares” has the meaning set forth in the recitals. “Class B Shares” has the meaning set forth in the recitals. “Closing” means the closing of the transactions contemplated by the Investment Agreements. “Closing Date” means the date on which the Closing occurs. “Commercial Relationship Agreement” has the meaning set forth in the recitals. “Company” has the meaning set forth in the recitals. “Company Value” has the meaning set forth in Section 7.06(c). “Competitor” means any Person who, by itself or through or together with any of its Subsidiaries, is substantially engaged in the provision of nuclear power plant technology and/or nuclear fuel supply. “Confidential Information” has the meaning set forth in Section 5.01(a). “Control” of any Person (including the terms “Controlling,” “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of a majority of the voting securities, by contract or otherwise; provided, however, that when securities representing at least one-third of the voting rights at a shareholders meeting of any Person are acquired by a Competitor, Control of such Person shall be deemed changed for the purpose of this Agreement, unless such Person effectively proves such acquirer doesn’t have the power described herein. “Coordination Manager” has the meaning set forth in Section 4.06(b). “Coordination Office” has the meaning set forth in Section 4.06(a).
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Examples of CIC Event in a sentence

  • The Executive will remain eligible to vest in the Performance-Based RSUs provided he remains employed during the performance period or, following the Closing Date and prior to the expiration of the applicable performance period, in the event the Executive incurs a Qualifying Termination, a Qualifying CIC Event or a termination of employment due to death or Disability, subject in each case to achievement of the performance goals.

  • In the event of an Involuntary Separation From Service, other than for Cause, that is not on account of a CIC Event, the Executive is entitled to a cash Severance Benefit equal to 12 months' of base salary.

  • Any such RSUs that are non-qualified deferred compensation subject to Section 409A, shall be settled, as applicable, within 60 days of the Separation from Service or 409A CIC Event, provided that if the Change in Control is not a 409A CIC Event, the RSUs shall be settled on the 120th day following the Separation from Service.

  • Any such PRSUs that are non-qualified deferred compensation subject to Section 409A, shall be settled, as applicable, within 60 days of the Separation from Service or 409A CIC Event, provided that if the Change in Control is not a 409A CIC Event, the PRSUs shall be settled on the 120th day following the Separation from Service.

  • For example, each installment would equal one-eighteenth (1/18th) of the Severance Benefit.) If the Executive is receiving such installment payments and a 409A CIC Event occurs, any remaining installment payments (commencing with any installment for the month following the month in which such 409A CIC Event occurs and any future installments otherwise due) will be paid (without applying a present value discount) in the month following the month in which the 409A CIC Event occurs.

  • Within ninety (90) days of the determination of the Company Value pursuant to Section 7.06(c), Toshiba US shall have the right to purchase all (but not less than all) of the Shares owned by the Shareholder triggering the CIC Event (the “CIC Shareholder”) by delivering to the CIC Shareholder a notice of such acceptance in writing within such period.

  • In the event of an Involuntary Separation From Service, other than for Cause, that is not on account of a CIC Event, the Executive is entitled to cash severance benefit equal to six months' of base salary.

  • Nothing expressed or implied in this Agreement will create any obligation or duty on the part of the Employer or Executive to have Executive remain in the employment of the Employer or any Affiliate prior to or following any CIC Event and Executive’s employment with the Employer remains at all times at will.

  • If the Executive’s Separation from Service (as defined in Section 5.5) occurs before a 409A CIC Event (as defined in Section 5.5), the Severance Benefit shall be paid in a series of substantially equal separate installments in accordance with the Corporation’s standard payroll practices over a period of eighteen (18) consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service.

  • If the Executive’s Separation from Service occurs on or within twenty four (24) months after a 409A CIC Event, the Severance Benefit shall be paid in a single lump sum payment in the month following the month in which the Executive’s Separation from Service occurs.