Termination upon a Change of Control definition
Termination upon a Change of Control means a Termination of Employment upon or within two (2) years after a Change of Control either:
Termination upon a Change of Control means:
(i) any termination of the employment of the Executive by the Company without Cause within twenty-four (24) months after the date of the closing of the Change of Control; or
(ii) any resignation by the Executive for Good Reason within twelve (12) months after the occurrence of any Change of Control.
Termination upon a Change of Control means a Termination of Employment during the period beginning on the earlier of (a) approval by the shareholders of NU of a Change of Control or (b) consummation of a Change of Control and, in either case, ending on the second anniversary of the consummation of the transaction that constitutes the Change of Control (or if such period started on shareholder approval and after such shareholder approval the Trustees abandon the transaction, on the date the Trustees abandoned the transaction) either:
(i) initiated by the Company for any reason other than Executive's (w) disability, as described in Section 5.1 hereof, (x) death, (y) retirement on or after attaining age 65, or (z) "cause," as defined in Section 5.3 hereof, or
(ii) initiated by Executive (A) upon any failure of the Company materially to comply with and satisfy any of the terms of this Agreement, including any significant reduction by the Company of the authority, duties or responsibilities of Executive, any reduction of Executive's compensation or benefits as in effect immediately prior to the Change of Control, or the assignment to Executive of duties which are materially inconsistent with the duties of Executive's position as defined in Section 1.2 above, or (B) if Executive is transferred, without Executive's written consent, to a location that is more than 50 miles from Executive's principal place of business immediately preceding such approval or consummation; provided, that the imposition on Executive following a Change of Control of a limitation of Executive's scope of authority such that Executive's responsibilities relate primarily to a company or companies whose common equity is not publicly held shall be considered a "significant reduction by the Company of the authority, duties or responsibilities of Executive" for the purposes hereof. Notwithstanding the foregoing, for purposes of this definition: (i) a Termination of Employment which occurs prior to consummation of a Change of Control shall not constitute a Termination upon a Change of Control, as determined above, unless it is specifically approved by the Trustees in their sole discretion; and (ii) a Termination initiated by Executive prior to consummation of a Change of Control shall not constitute a Termination upon a Change of Control if the failure, reduction, assignment or transfer is determined by the Trustees to be unrelated to the impending Change of Control.
Examples of Termination upon a Change of Control in a sentence
Any Termination upon a Change of Control shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 10 hereof.
Any Termination upon a Change of Control shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 14 hereof.
No delay or omission by the Employee in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, including without limitation any delay by the Employee in delivering a Notice of Termination pursuant to Section 2 hereof after an event has occurred which would, if the Employee had resigned, have constituted a Termination upon a Change of Control pursuant to Section 1(n)(ii) of this Agreement.
Termination upon a Change of Control shall not impact the eligibility of the Executive to receive technology incentive compensation payments due under the provisions of the Technology Development Incentive Plan.
Any Termination upon a Change of Control shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 11 hereof.
More Definitions of Termination upon a Change of Control
Termination upon a Change of Control means a termination of Executive's employment under Section 5.4 of this Agreement upon or within two years after a Change of Control.
Termination upon a Change of Control means a Separation from Service upon or within two (2) years after a Change of Control either:
Termination upon a Change of Control means the termination of a Participant’s employment with CIGNA upon or within two (2) years following a Change of Control (a) initiated by CIGNA or a successor, other than a Termination for Cause, or (b) initiated by an Employee after determining in his reasonable judgment that there has been a reduction in his authority, duties, responsibilities or title, any reduction in his compensation, or any changes caused by CIGNA in his office location of more than thirty-five (35) miles from its location on the date of the Change of Control.
Termination upon a Change of Control means a Termination of Employment upon or within two years after a Change of Control (i) initiated by the Company or a successor corporation other than pursuant to Termination for Cause or (ii) initiated by the Participant and pursuant to the Participant's certification that the Change of Control has rendered him unable to perform the duties and responsibilities of the position he held immediately prior to the Change of Control by adverse changes in his authority, compensation, office location, duties, responsibilities, or title.
Termination upon a Change of Control means a Termination of Employment upon or within two years after a Change of Control either:
(i) initiated by the Company for any reason other than (x) the Employee's continuous illness, injury or incapacity for a period of six consecutive months, (y) for "cause," which shall mean misappropriation of funds, habitual insobriety, substance abuse, conviction of a crime involving moral turpitude, or gross negligence in the performance of his duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its Subsidiaries taken as a whole, or (z) by reason of the occurrence of the Normal Retirement Date; or
(ii) initiated by the Employee following one or more of the following occurrences:
(A) a significant reduction by the Company or its Subsidiaries of the authority, duties or responsibilities of the Employee immediately prior to the Change of Control;
(B) any removal of the Employee from or any failure to re- elect the Employee to the officer positions with the Company and its Subsidiaries held by him immediately prior to the Change of Control, except in connection with promotions to higher office or in connection with consolidations among the Company's Subsidiaries where the Employee is elected to similar positions in the successor company or companies;
(C) a reduction by the Company in the Employee's Base Salary as in effect immediately prior to the Change of Control;
(D) revocation or any modification (except as may be required in the normal course of business in light of any requirement of or change in federal law or regulations) of the Bonus Plan, 401(k) Plan or CRC-Xxxxx Plan, or any action taken pursuant to the terms of such plans, which materially (x) reduces the opportunity to receive compensation under any of such plans of equivalent amounts received by the Employee during the two fiscal years immediately preceding the Change of Control, subject to the right of the Board to establish in a manner consistent with past practice prior to the Change of Control reasonable goals under such plans, (y) reduces the compensation payable to the Employee under any of such plans but which does not effect comparable reductions in the compensation payable to the other participants in such plans, or (z) increases the compensation payable to other participants in any of such plans but which does not effect corresponding increases in the amount of compensation payable to the Emp...
Termination upon a Change of Control means a Termination of Employment upon or within two years after a Change of Control (i) initiated by the Company or a successor other than a Termination for Cause or (ii) initiated by a Participant after determining in the Participant’s reasonable judgment that there has been a reduction in the Participant’s authority, duties, responsibilities or title, any reduction in the Participant’s compensation, or any change caused by the Company in the Participant’s office location of more than 35 miles from its location on the date of the Change of Control.