In connection with a change in control definition

In connection with a change in control means either:
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In connection with a change in control means within the applicable Sale Event period.
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In connection with a change in control. A termination of Executive’s employment will be “in Connection with a Change in Control” if Executive’s employment terminates at any time on or within twelve (12) months following a Change in Control.
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Examples of In connection with a change in control in a sentence

  • In connection with a change in control, stock options will become fully vested without regard to whether there is a termination of employment.

  • In connection with a change in control in 2011 we were subject to Section 382 annual limitations of $77.1 million against the balance of NOL carry-forwards generated prior to the change in control in 2011.

  • In connection with a change in control, as defined in the Omnibus Plan, the Compensation Committee may accelerate vesting of certain awards made under the Omnibus Plan.

  • In connection with a change in control in 2011 the Company was subject to Section 382 annual limitations of $77.1 million against the balance of NOL carry-forwards generated prior to the change in control in 2011.

  • If any part of the service in respect of the work assigned and undertaken by the successful Vendor for which the relevant contract shall be entered into is not rendered/delivered in time, the Kolkata Municipal Corporation shall be entitled to levy and recover Liquidated Damages/Penalty @1% per week or part thereof of the delay subject to a maximum of 10%, on the payment due to the Vendor for the particular stage.

  • In connection with a change in control, as defined in the Amended Plan, the Compensation Committee may accelerate vesting of outstanding Awards under the Amended Plan.

  • In connection with a change in control in 2011 the Company was subject to Section 382 limitations of $77.1 million against the balance of NOL carry-forwards generated prior to the change in control in 2011.

  • In connection with a change in control, outstanding stock options and SARs can be cancelled in exchange for the excess of the per share consideration paid to stockholders in the transaction, minus the option or SARs exercise price.

  • In connection with a change in control, all amounts deferred pursuant to our Bonus Plan become payable within 30 days of the change in control.

  • In connection with a change in control, the Compensation Committee or the Board, as applicable, may provide for acceleration of the vesting, delivery and exercisability of, and the lapse of time-based and/or performance-based vesting restrictions with respect to, an outstanding award and for the replacement of a stock-settled award with a cash-settled award.


More Definitions of In connection with a change in control

In connection with a change in control means that Executive’s employment is terminated based on Good Reason or involuntarily other than for Cause at any time during the period beginning six (6) months prior to a Change in Control and ending on the date that is twenty-four (24) months after the Change in Control.
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In connection with a change in control means an SLT Executive’s employment is terminated as provided in Section 4.2 either within (i) the period of time between the commencement of a tender offer or the Company and another party entering into a written agreement that contemplates a transaction the consummation of either of which would result in a Change in Control as defined in Subsections (i), (ii), (iv) or (v) of such definition and the occurrence of either the resulting Change in Control or the termination or expiration of the tender offer or the written agreement without the occurrence of a Change in Control, or (ii) twenty four (24) months following a Change in Control (including without limitation a resulting Change in Control as described in the preceding clause (i)).
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In connection with a change in control means (i) if the consideration (excluding cash payment for fractional shares or pursuant to statutory rights) to be paid to holders of the common stock in connection with such transaction consist exclusively of cash, the amount of such cash per share of the common stock; and (ii) in all other cases, the average of the Sale Prices for the five consecutive Trading Days immediately preceding, but not including, the related effective date of such transaction.
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In connection with a change in control means, with respect to a termination of Executive’s employment with SemManagement, Executive’s employment is terminated involuntarily other than for Cause at any time during the period beginning three months prior to a Change in Control and ending on the date six months after the Change in Control.
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In connection with a change in control means any prepayment, repayment, redemption or other payment (in each case, whether in full or in part) of the Obligations (other than unasserted contingent indemnification obligations and any Obligations under the Warrants, the Registration Rights Agreement or Stock) that is both (1) made, or that is obligated or required to be made (including as a result of the Lenders’ exercise of the Put Right), hereunder prior to (but not including) the Maturity Date and (2) either: (a) such prepayment, repayment, redemption or other payment is made (or is obligated or required to be made) at any time during the period that commences 150 days prior to the earlier to occur of (i) the first public announcement of a potential Change in Control (and, for the avoidance of doubt, where a Change in Control is ultimately consummated before, on the date of or after the Maturity Date) or (ii) the consummation of a Change in Control, and ends on the consummation of a Change in Control, (b) such prepayment, repayment, redemption or other payment is otherwise made (or is obligated or required to be made) as a result of a Change in Control, or (c) such prepayment, repayment, redemption or other payment is made (or is obligated or required to be made, whether through acceleration or otherwise) at any time on or after a Successor Entity Transaction.
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In connection with a change in control means an event that occurs (i) on or following the date a definitive agreement that contemplates a transaction that, if consummated, would constitute a Change in Control (as defined below) but prior to the date such definitive agreement is terminated without the transaction contemplated thereby being consummated or (ii) during the period beginning three (3) months prior to a Change in Control and ending 24 months following a Change in Control.
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Related to In connection with a change in control

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Change in Control means the occurrence of any of the following events:

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change in Control of the Company means the occurrence of any of the following events:

  • Change of Control means the occurrence of any of the following:

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Business owned by a person with a disability means a business concern that is at least 51% owned by one or more persons with a disability and the management and daily business operations of which are controlled by one or more of the persons with disabilities who own it. A not- for-profit agency for persons with disabilities that is exempt from taxation under Section 501 of the Internal Revenue Code of 1986 is also considered a "business owned by a person with a disability".

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Person with a developmental disability means a person

  • Child with a disability means a child who, by reason of any of the following, needs special education and related services:

  • Person with a disability means a person who is a citizen or lawful resident of the United States and is a person qualifying as a person with a disability under subdivision (2.1) of this subsection (A).

  • Change in Control Date means the date on which a Change in Control occurs.

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • For purposes of this Agreement Cause" shall mean:

  • Potential Change in Control means the occurrence of any of the following events:

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control: