Qualified Change in Control definition

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 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 a Change in Control whereby (i) the acquiring party (or parties) in such Change in Control offers cash, in whole or in part, to some or all of the Company’s stockholders as consideration for the shares of capital stock of the Company held thereby, and (ii) the Fair Market Value as of the last trading day immediately preceding the Change in Control or the aggregate per share price payable by the acquiring party in such Change in Control for the Common Stock is greater than the Exercise Price.Any fraction of a share that becomes exercisable on any date will be rounded down to the next lowest whole number and any fraction of a share shall be added to the portion of the SAR Shares becoming exercisable on the following vesting date. Expiration Date September 30, 2023, subject to Section 6.

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 termination by such Board must occur within the 30 days preceding, or within the 12-month period following, the Qualified Change in Control Event.

• The Plan may be terminated and distributions thereupon made upon a Qualified Change in Control Event, as prescribed in Section 6.1.

• For the sake of clarity, this accelerated vesting (other than in the case of a Qualified Change in Control as described in Section 5(b) below) shall not change the Settlement Date as set forth in Section 5(b) below.

More Definitions of Qualified Change in Control

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 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.

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 the ownership or effective control” of AMH II, or “change in the ownership of a substantial portion of the assets” of AMH II, as such terms are used in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”).

Qualified Change in Control means a Change-in-control in which the aggregate consideration (including all cash and the Fair Market Value of other property) received by the Company or its stockholders would provide a holder of Shares as of the Effective Date with at least the Minimum Return in respect of such Shares.

Qualified Change in Control means a Change in Control other than a Change in Control occurring as a result of the consummation of the transactions contemplated by the Amended and Restated Transaction Agreement by and among Tronox Incorporated, Tronox Limited, Concordia Acquisition Corporation, Concordia Merger Corporation, Exxaro Resources Limited, Exxaro Holdings Sands (Proprietary) Limited and Exxaro International BV, dated as of April 20, 2012, as amended from time to time (the “Exxaro Transaction”). Provided; however, any modification or amendment to the Exxaro Transaction that results in Exxaro, or any of its affiliated entities, owning or controlling more than fifty percent (50%) of the stock of the combined company shall be deemed a Qualified Change of Control.

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.