Change in Control Has Occurred Sample Clauses

Change in Control Has Occurred. If Executive’s termination pursuant to this Section 3.4 occurs within twenty-four (24) months following a Change in Control or if Executive is terminated pursuant to this Section 3.4 and a Change in Control occurs within ninety (90) days following Executive’s termination:
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Change in Control Has Occurred. Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control all unvested restricted shares of Company stock and stock options held by Employee that are subject to performance-based vesting provisions shall hereby be amended to eliminate such performance-based vesting provisions and substitute time-based vesting provisions on the basis that such unvested shares and/or options shall vest ratably over the period commencing on the date of the Change in Control and ending on the last day of the measuring period to be used for determining whether the performance criteria would have been satisfied. If Employee’s termination pursuant to this Section 3.4 occurs within twenty-four (24) months following a Change in Control or if Employee is terminated pursuant to this Section 3.4 and a Change in Control occurs within ninety (90) days following Employee’s termination:
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Change in Control Has Occurred. Shares shall be distributed as soon as practicable, but no later than 60 days, following (i) the date Grantee’s Employment ends (due to death or Disability) or (ii) the third anniversary of the Date of Grant if the Change in Control does not constitute a “change in control event” within the meaning of the Treasury Regulations promulgated under Section 409A, unless the accelerated vesting would subject the award to an excise tax under Section 280G of the Code in which case the portion of the Award that vests will be reduced to the extent such reduction results in a greater net after tax benefit to the Grantee.
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Related to Change in Control Has Occurred

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • Termination Due to Change in Control If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • Covered Termination During a Change in Control Period If Executive experiences a Covered Termination during a Change in Control Period, and if Executive delivers to the Company a Release of Claims that becomes effective and irrevocable within sixty (60) days, or such shorter period of time specified by the Company, following such Covered Termination, then in addition to any accrued but unpaid salary, bonus, vacation and expense reimbursement payable in accordance with applicable law, the Company shall provide Executive with the following:

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any Vector Plan or Spinco Plan.

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