Definition of Qualified Change in Control


Qualified Change in Control means a “change in the ownership” or “effective control” of the Corporation, or a “change in the ownership of a substantial portion of the assets” of the Corporation as defined in Treasury Regulation 1.409A-3(i)(5).


Qualified Change in Control means a Change in Control that is also a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, within the meaning of Section 409A(a)(2)(A)(v) of the Code.

Qualified Change in Control means a Change in Control transaction in which the Company is not the surviving entity or as a result of which the Company is no longer traded on a national securities exchange as contemplated by Section 6(a) of the Securities Exchange Act of 1933.

Examples of Qualified Change in Control in a sentence

Payment in respect of the Performance Shares shall be made in a lump sum in cash to the Participant on the date of the Qualified Change in Control in an amount determined based upon the extent to which the performance goals described in Paragraph 3(c) during the Performance Period have been met up to the date of the Qualified Change-in-Control, or at Target Vesting, whichever is higher, as provided in Paragraph 3(f).
Notwithstanding anything herein to the contrary, this Award shall be deemed automatically exercised in full, without any further action on the part of Grantee or the Company, effective as of immediately prior to, and contingent upon, a Qualified Change in Control; provided that Grantee has remained continuously employed with (or has provided continued service to) the Company from the Grant Date through immediately prior to the effectiveness of such Qualified Change in Control (an “Automatic Exercise”).
The Committee may, in its sole discretion, at the time of an award, defer the payment of any cash dividends otherwise payable until a time specified in the award agreement or a date following (A) the recipient’s separation from service within the meaning of Section 409A of the Code, (B) the recipient’s death, (C) the recipient’s Qualified Disability or (D) a Qualified Change in Control.
Notwithstanding any provision of the Plan to the contrary, upon the occurrence of a Qualified Change in Control Event involving the Company or other Relevant Employer (as defined in Section 6.6(a) below), the Board as constituted immediately prior to the event may in its discretion terminate the Plan, or the portion of the Plan pertaining to the Relevant Employer, and cause to be distributed to each affected Participant the entire balance of all of the Participant’s DSU Accounts.
Any amounts paid pursuant to such a schedule and such terms and conditions will not be treated as violating the initial or subsequent deferral election rules, to the extent that such amounts are paid not later than five years after the Qualified Change in Control Event.



More definitions of Qualified Change in Control

Qualified Change in Control means a Change in Control which qualifies as a change in the ownership or effective control of WellPoint or in the ownership of a substantial portion of the assets of WellPoint within the meaning of Section 409A(a)(2)(A)(v) of the Code.


Qualified Change in Control means any Change in Control which occurs on or after the First Measurement Date and prior to the Second Measurement Date and in which the holders of the Company’s Common Stock will receive consideration in any form, having a value of $1.75 or more, per share of Common Stock.

Qualified Change in Control means a Change in Control described in clause (i), (ii), (iii) or (iv) of the definition thereof set forth in the Plan.

Qualified Change in Control means a Change in Control in which solely cash is paid in exchange for the then outstanding Class A Common Stock or, if the consideration for the then outstanding Class A Common Stock is paid in equity, the corporation issuing such equity is a publicly-traded company and the equity received in exchange for the Class A Common Stock is the same class or is immediately convertible into the same class of shares that are registered and listed for trading.

Qualified Change in Control means a Change in Control that qualifies as a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A; provided that, a Qualified Change in Control shall not include a Change in Control that occurs on account of any Person becoming a Beneficial Owner, directly or indirectly, of securities of the Company representing 30% or more of the Company Voting Securities as a result of the acquisition of such securities from the Company (other than a Change in Control described in paragraph (iii) of the definition of Change in Control).

Qualified Change in Control means a “change in control”, which places a value on the Corporation of in excess of $1.5 billion.