Merger of Equals Period definition

Merger of Equals Period means (i) any portion of the Employment Period (as defined in Section 3) up to and including the first anniversary of the Effective Date during which the conditions set forth in the next sentence are met, and (ii) if the conditions set forth in the next sentence are met on the first anniversary of the Effective Date, the portion of the Employment Period that follows the first anniversary of the Effective Date. The conditions referred to in the preceding sentence are that (A) the Change of Control that occurred on the Effective Date was a Business Combination, and (B) at the time in question, (I) at least 50% of the members of the Resulting Board are individuals who were members of the Incumbent Board (as defined in Section 1(b)) at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination, and (II) either (x) the position of chief executive officer of the Resulting Corporation is occupied by an individual who was employed by the Company immediately before such Business Combination, or (y) a majority of the leadership positions reporting directly to the chief executive officer of the Resulting Corporation are occupied by individuals who were employed by the Company immediately before such Business Combination.
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Merger of Equals Period means the period commencing on the date of a Merger of Equals and ending the earlier of the Merger of Equals Cessation Date (as defined in Section 12.2(f)) or two years following the Change Date.
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Merger of Equals Period means (i) any portion of the Employment Period (as defined in Section 3) up to and including the first anniversary of the Effective Date during which the conditions set forth in the next sentence are met, and (ii) if the conditions set forth in the next sentence are met on the first anniversary of the Effective Date, the portion of the Employment Period· that follows the first anniversary of the Effective Date. The conditions referred to in the preceding sentence are that (A) the Change of Control that occurred on the Effective Date was a Business Combination, and (B) at the time in question, (I) at least 50% of the members of the Resulting Board are individuals who were members of the Incumbent Board (as defined in Section l(b)) at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination, and (II) either (x) the position of chief executive officer of the Resulting Corporation is occupied by an individual who was employed by the Company immediately before such Business Combination, or (y) a majority of the leadership positions reporting directly to the chief executive officer of the Resulting Corporation are occupied by individuals who were employed by the Company immediately before such Business Combination.
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Examples of Merger of Equals Period in a sentence

  • Notwithstanding the foregoing, during any Merger of Equals Period, the incentive compensation opportunities and benefits provided to the Executive may be changed in a manner violating the requirements of any of Sections 4(b)(ii)-(viii), if such changes apply to Peer Executives generally.

  • Notwithstanding the foregoing during any Merger of Equals Period the Annual Base Salary may be decreased if all the annual base salaries of all of the Peer Executives are decreased by the same or a greater percentage.

  • Notwithstanding the foregoing, during any Merger of Equals Period, the Annual Base Salary may be decreased if all the annual base salaries of all of the Peer Executives are decreased by the same or a greater percentage.

  • If the Termination Date occurs during any portion of a Post-Change Period that is not a Merger of Equals Period, any reasonable determination by Executive that any of the events specified in subsection (b) above has occurred and constitutes Good Reason shall be conclusive and binding for all purposes, unless the Company establishes by clear and convincing evidence that Executive did not have any reasonable basis for such determination.

Related to Merger of Equals Period

  • Merger Valuation Period for any Merger Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for such Merger Event.

  • Acquisition Period means any period commencing on the date that a Material Acquisition is consummated through and including the last day of the second full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal quarter between any two Acquisition Periods.

  • Pre-Deconsolidation Period means any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.

  • Lock-up Period means the period beginning on the date hereof and continuing through the close of trading on the date that is 90 days after the date of the Prospectus (as defined in the Underwriting Agreement).

  • Ramp-Up Period means the period from and including the Effective Date to, but excluding, September 23, 2016.

  • Ramp Period The Ramp Period shall begin on the Effective Date and continue for a period of 3 months following the Effective Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates, discounts, charges and credits set forth herein and will not be subject to the AVC. Annual Volume Commitment (“AVC”): $360,000 in Total Service Charges (“AVC”) during each contract year of the Term (following the expiration of the Ramp Period).

  • Start-up Period means up to 7 Academy Financial Years and covers the period up to and including the first Academy Financial Year in which all age groups are present at the Academy (that is, all the pupil cohorts relevant to the age range of the Academy will have some pupils present).

  • Post-Deconsolidation Period means any Tax Period beginning after the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Deconsolidation Date.

  • Termination Period means the period of time beginning with a Change in Control and ending on the earlier to occur of:

  • Post-Change Period means the period of time commencing on the date of the first occurrence of a Change in Control and continuing until the second anniversary of the occurrence of such Change in Control.

  • Effective Period has the meaning assigned thereto in Section 2(a).

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

  • Severance Date means the date on which an Executive incurs a Severance, which shall be the date of termination as determined under Section 5.2.

  • Exchange Period shall have the meaning set forth in Section 2(a) hereof.

  • Winding Up Period means the period from the Dissolution Event to the Termination of the Company.

  • Retention Period has the meaning set forth in Section 6.02.

  • PAGA Period means the period from June 25, 2020 through December 31, 2022.

  • Tax Limitation Period means the Tax Years for which the Applicant’s Qualified Property is subject to the Tax Limitation Amount and as further identified in Section 2.3.D of this Agreement.

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

  • Subsequent Rate Period means, with respect to any Series of VMTP Shares, the period consisting of seven calendar days, but adjusted in each case to reflect any changes when the regular calendar day that is a Rate Determination Date is not a Business Day, from, and including, the first calendar day following the Initial Rate Period of such Series to, and including, the next Rate Determination Date for such Series and any period thereafter from, and including, the first calendar day following a Rate Determination Date for shares of such Series to, and including, the next succeeding Rate Determination Date for shares of such Series.

  • Mid-Month Receipt Period With respect to each Distribution Date, the one month period beginning on the Determination Date (or, in the case of the first Distribution Date, from and including the Cut-Off-Date) occurring in the calendar month preceding the month in which such Distribution Date occurs and ending on the day preceding the Determination Date immediately preceding such Distribution Date.

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Elimination Period means the period of 6 months beginning on the date You become Disabled.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Post-Transaction Period means, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.