CIC Transaction definition
Examples of CIC Transaction in a sentence
Notwithstanding the foregoing, in the event a Seller CIC Transaction is consummated, the restrictions in this Section 6.15(b) shall not apply to the activities or operations of any Person that acquires Seller or such Person’s Affiliates (other than Seller and its Subsidiaries).
Notwithstanding the foregoing, in the event a Seller CIC Transaction is consummated, the restrictions in this Section 6.15(a) shall not apply to the activities or operations of any Person that acquires the Seller or such Person’s Affiliates (other than the Seller and its Subsidiaries).
Executive agrees to enter into amendments effective as of the date of this Agreement to his current Restricted Stock Agreements for shares of Acuity Common Stock providing that a Noncovered CIC Transaction (as described in Paragraph 4.8 above) shall not constitute a Change in Control under such Agreements and that, as a result, no acceleration of the vesting of unvested shares of Restricted Stock shall occur.
If the successor company elects not to assume the Award and the Company’s obligations under this Agreement, or fails to make its election within five business days following the Closing, the Converted Shares shall be repurchased by the Company, with the repurchase price being equal to the fair market value of the per share consideration received by holders of the Company’s stock in the CIC Transaction.
Notwithstanding anything in this Agreement to the contrary, each Seller Party or its Representatives may (without notice to Parent or Purchaser), furnish Confidential Information to one or more Persons who execute a customary confidentiality agreement in connection with any negotiations or discussions involving any Seller CIC Transaction; provided, that the Seller Parties shall be jointly and severally liable for any breaches of any such confidentiality agreements by the counterparties thereto.
Furthermore, if you voluntarily resign from your employment with the Company (other than after a CIC Transaction) for Good Reason, as defined herein, you shall be entitled to all of the benefits set forth in the Severance Pay Plan for an involuntary termination.
Executive will receive a retention bonus (the “Retention Bonus”) in an amount equal to fifty percent (50%) of Executive’s Base Salary on the date of the closing of a CIC Transaction (the “CIC Closing Date”), subject to the conditions and on the terms described in this Section 9.
If the successor company elects to assume the Award and the Company’s obligations under this Agreement (which election must be made within five business days of the Closing), the Converted Shares shall be converted into common stock of the successor company substantially equal in fair market value to the per share consideration received by holders of the Company’s stock in the CIC Transaction.
In the event of a CIC Transaction, as defined below under the caption Severance Benefits, the Option shall be subject to acceleration as provided under Article Two, Section III of the 1999 Plan.
If, after any CIC Transaction, you voluntarily resign your employment with the Company or its successor or assigns, you shall be entitled to receive severance in the amount of 12 months base salary less any salary received by you since the effective date of such transaction.