Potential Change of Control Protection Period definition

Potential Change of Control Protection Period means the period commencing on the date of a Potential Change of Control Event and (i) with respect to clause (i) of the definition of Potential Change of Control Event, ending on the date any such person or group shall have announced publicly the abandonment of any action that, if successful, could reasonably be expected to result in the occurrence of a Corporate Change or the termination or failure of such action; (ii) with respect to clause (ii) of the definition of Potential Change of Control Event, ending on the termination of any such agreement before the consummation of the transaction(s) contemplated by such agreement; or (iii) with respect to clause (iii) of the definition of Potential Change of Control Event, ending on the date so declared by the Board in writing; provided that the Potential Change of Control Protection Period shall end on the day immediately preceding the Change of Control Date.
Sample 1

Examples of Potential Change of Control Protection Period in a sentence

  • The Company may make amendments to the Plan or revise the timing of any payments to be made hereunder in accordance with Section 409A of the Code; provided, however, that no such adverse amendment shall be made during the Potential Change of Control Protection Period without the prior written consent of the Participant who would be adversely affected by such proposed amendment.

  • Change of Control as defined in the Company Stock Option and Award Plan, as amendedand restated effective December 19, 2017, as amended from time to time, or any successor plan thereto; provided, h owever, that no such amendment to the definition of Change of Control shall be effective during the Potential Change of Control Protection Period without the prior written consent of any affected Participant.

  • Change of Control as defined in the Company Stock Option and Award Plan, as amended and restated effective December 19, 2017, as amended from time to time, or any successor plan thereto; provided, however, that no such amendment to the definition of Change of Control shall be effective during the Potential Change of Control Protection Period without the prior written consent of any affected Participant.

  • That deemed consideration determines:(a) the adjustment to the contractual service margin of the group to which the existing contract belonged on derecognition of the existing contract; and(b) the contractual service margin for the new contract.

  • Notwithstanding the foregoing, the Plan and theRelease may be modified by the Company at any time with respect to Participants employed primarily outside the U.S., as necessary to comply with applicable law; provided, h owever, that the Company may not amend the Plan in an adverse manner at any time during the Potential Change of Control Protection Period without the written consent of each Participant who would be adversely affected by such proposed amendment.

  • Notwithstanding the foregoing, the Plan and theRelease may be modified by the Company at any time with respect to Participants employed primarily outside the U.S., as necessary to comply with applicable law; provided, however, that the Company may not amend the Plan in an adverse manner at any time during the Potential Change of Control Protection Period without the written consent of each Participant who would be adversely affected by such proposed amendment.

  • EBT Reconciliation Compliance Requirement – States that use EBT must have systems in place to reconcile all of the funds entering into, exiting from, and remaining in the system each day with the State’s benefit account with Treasury and EBT contractor records.

Related to Potential Change of Control Protection Period

  • Change in Control Protection Period means the period beginning one month prior to and ending twelve (12) months immediately following the consummation of a Change in Control.

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control or (iii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

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

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • CIC Protection Period means the two-year period beginning on the date of a Change in Control and ending on the day before the second annual anniversary of the date of the Change in Control.

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

  • Premium Termination Date With respect to the Series A Certificates, the scheduled maturity date of the Series A Certificates, with respect to the Series B Certificates, the scheduled maturity date of the Series B Certificates and with respect to the Series C Certificates, the scheduled maturity date of the Series C Certificates.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Change of Control Price means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.

  • Special Hazard Coverage Termination Date The point in time at which the Special Hazard Loss Coverage Amount is reduced to zero.

  • Control Period means the period beginning January 1 of each year and ending on December 31 of the same year, inclusive.

  • 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.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

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

  • Most serious offense means any of the following felonies

  • Lease Termination Date means the last day of the Lease Term.

  • Fraud Loss Coverage Termination Date The point in time at which the Fraud Loss Coverage Amount is reduced to zero.

  • Contract Term Adjustment means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection. To qualify for such adjustment, Purchaser shall give written notice of the lost time not later than 30 days after end of Normal Operating Season in which time was lost and at least 10 days before Termination Date. Contracting Officer shall make prompt written acknowledgment of such notice, indicating concurrence with the number of days in the notice or the number of days Forest Service considers as qualifying for the adjustment. Lost portions of days shall be disregarded in computing time lost. The three circumstances qualifying for a Contract Term Adjustment are: