Impact of Event. In the event of a "Change in Control" of the Company, as defined in Section 6(b), the following provisions shall apply in addition to the other provisions of this Agreement:
Impact of Event. In the event of a "Change of Control" as --------------- defined in Section 15(b), the following provision shall apply:
Impact of Event. In the event of a "Change in Control" as defined in Section 9(b), the Committee or the Board may provide that one or more of the following acceleration and valuation provisions shall apply:
Impact of Event. In the event of a "Change in Control" (as defined in Section 9(b) below) or a "Potential Change in Control" (as defined in Section 9(c), below), but with respect to a "Potential Change of Control", only if and to the extent so determined by the Committee, the Option shall immediately vest and become exercisable as to all of the shares underlying the Option, provided that the Optionee's employment by the Company or any Subsidiary has not terminated prior to such Change in Control or Potential Change in Control and provided that such "Change in Control" or Potential Change in Control" event is not a "Rule 13e-3 transaction" as defined in Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended. (b) Definition of "Change in Control". For the purposes of Section 9(a), a "Change in Control" means the happening of any of the following: (i) any person or entity, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, other than the Company or a wholly-owned subsidiary or an officer thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company's securities having 35% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company's securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the Company first elected during such period wa...
Impact of Event. Notwithstanding any other provision of the Plan to the contrary and unless otherwise specifically provided in an Agreement, in the event of a Participant’s Termination of Employment by the Company or its Successor without Cause or by the Participant with Good Reason (after having given written notice to the Company of the grounds for Termination of Employment for Good Reason, which grounds specified in the written notice have not been cured by the Company within 90 days of the written notice) within six months preceding or two years following a Change in Control:
Impact of Event. In the event of a Change in Control, the following shall apply:
Impact of Event. Upon the occurrence of an Extraordinary Event (as defined below), the Grantee shall have the right, exercisable during the 90 day period preceding the occurrence of the Extraordinary Event to exercise in whole or in part his SAR without respect to the vesting provisions of this SAR Agreement, on the condition, however, that the Extraordinary Event actually occurs, and if the Extraordinary Event actually occurs, such exercise shall be deemed effective (and, if applicable, the Grantee shall be deemed a stockholder with respect to the Purchased Shares, if any), immediately preceding the occurrence of the Extraordinary Event (or the date of record for stockholders entitled to share in such Extraordinary Event, if a record date is set).
Impact of Event. Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided in an Agreement, in the event of a Change in Control (as defined in Section 8.2):
Impact of Event. In the event of a Change in Control prior to the Employee's Termination of Employment, the following shall apply:
Impact of Event. In the event of a "Change of Control," as defined in Section 7.2 (i) the Supplemental Benefit determined under Article III shall include all benefits based on payments made to Participant as a result of the Change of Control ("Change of Control Compensation") or potential benefits and any benefits which a Participant is no longer eligible to receive under the Qualified Plan as a result of the Change of Control; (ii) Company shall, as soon as possible, but in no event longer than five (5) business days following the Change of Control, or sooner if directed by the Board, make an irrevocable contribution to the Rabbi Trust, as provided in Section 6.1, in an amount that is necessary to fully fund the benefits or potential benefits (including benefits provided in (i) above) for each Plan participant or beneficiary pursuant to the terms of the Plan as of the date on which the Change of Control occurred; (iii) the Supplemental Benefit shall be converted into a lump sum using an interest rate and a mortality table as prescribed by Regulation 1.417(e)-1(d) or its successor provision, as described in Section 7.03 of the Qualified Plan, and paid to the Participant within thirty (30) days of the effective date of the Change of Control or subsequent triggering event; and (iv) the Company shall be responsible for determining the identity of the person entitled to receive Supplemental Benefits under the Plan and the amount of such Supplemental Benefits and for completing the payment of Supplemental Benefits to any person entitled to receive Supplemental Benefits under the Plan based on the records of the Company prior to the change of Control.
