Non-Change of Control Termination definition

Non-Change of Control Termination means any Involuntary Termination other than a Change of Control Termination.
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Non-Change of Control Termination means a termination of the Covered Employee’s employment by the Company without Cause or by the Covered Employee for Good Reason prior to, or more than eighteen (18) months following, a Change of Control.
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Non-Change of Control Termination means a Qualifying Termination that is not a Change of Control Termination.
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Examples of Non-Change of Control Termination in a sentence

  • Special Projects Administrator Frances Mizuno reported that a resolution along with four separate documents, Indenture of Trust, Continuing Disclosure Certificate, Advanced Payment Project Agreement, and Good Faith Estimate of Costs are expected to come before the Board for approval in the upcoming October 7 meeting.

  • For the avoidance of doubt, in no event will the Employee be entitled to receive any benefits under Section 3 for both a Non-Change of Control Termination and a Change of Control Termination.

  • No Equity Vesting Benefit will be provided in the event of an Involuntary Termination that is a Non-Change of Control Termination.

  • No Option Extended Exercise Period Benefit will be provided in the event of an Involuntary Termination that is a Non-Change of Control Termination.

  • Any unvested equity awards that do not vest pursuant to the foregoing sentence shall be forfeited immediately and automatically to the Company without the payment of any consideration to the Covered Employee, effective upon such Non-Change of Control Termination.

  • If Employee becomes eligible to receive benefits for a Change of Control Termination after Employee has already commenced receiving benefits for a Non-Change of Control Termination (due to an Involuntary Termination that occurs prior to a Change of Control), Employee will instead receive benefits for a Change of Control Termination and any benefits provided to Employee for a Non-Change of Control Termination will reduce the benefits provided for a Change of Control Termination.

  • In the case of a Non-Change of Control Termination, the impact of such termination on any then outstanding and unvested equity award granted by the Company (or any affiliate thereof) to the Covered Employee shall be dictated by the terms of the equity award agreement and the equity plan under which the award was granted; provided that, solely with respect to New-Hire Equity Awards, the terms set forth in Section 9(c) hereof shall also apply.

  • For the avoidance of doubt, in no event will Employee be entitled to receive any benefits under Section 2 for both a Non-Change of Control Termination, a Change of Control Termination and/or a Retirement.

  • In no event shall a Covered Employee receive benefits under both a Change of Control Termination and a Non-Change of Control Termination.

  • On the 60th day following the Non-Change of Control Termination, the Participating Company will make the first payment under this paragraph equal to the aggregate amount of payments that the Participating Company would have paid through such date had such payments (if any) commenced on the date of the Non-Change of Control Termination, with the balance of the payments paid thereafter on the original schedule.

Related to Non-Change of Control Termination

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • 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.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

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

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

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

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • 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.

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

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

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

  • Constructive Termination means:

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

  • Change in 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.

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

  • Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control: