Certain Definitions Clause Example with 5 Variations from Business Contracts

Certain Definitions. Whenever used in this Agreement and not otherwise defined herein, the following terms shall have the meanings set forth below: (a) "Change in Control" means a transaction or circumstance in which any of the following have occurred, provided that the board of directors of the Company CapStar (the "Company Board") shall have determined that any such transaction or circumstance has resulted in a Change in Control, as defined in this paragraph, which determination shall be made in a manner consisten...t with Treas. Reg. § 1. 409A-3(i)(5): (i) the date that any person, or persons acting as a group, as described in Treas. Reg. § 1.409A-3(i)(5) (a "Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company CapStar or a corporation controlling the Company CapStar or owned directly or indirectly by the shareholders of the Company CapStar in substantially the same proportions as their ownership of stock of the Company, CapStar, becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company CapStar representing more than 40% of the total voting power represented by the Company's CapStar's then outstanding voting securities (as defined below); (ii) the merger, acquisition or consolidation of the Company or the Bank CapStar with any corporation pursuant to which the other corporation immediately after such merger, acquisition or consolidation owns more than 50% of the voting securities (defined as any securities which vote generally in the election of its directors) of the Company or the Bank CapStar outstanding immediately prior thereto or more than 50% of the Company's or the Bank's CapStar's total fair market value immediately prior thereto; or (iii) the date that a majority of the members of the Company Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company Board before the date of the appointment or election. (b) "Code" means the Internal Revenue Code of 1986, as the same may be from time to time amended. (c) "Good Reason" means any of the following: (i) Executive's then current base salary is reduced; (ii) Executive's work or reporting responsibilities are materially diminished, or (iii) Executive is relocated to a work location more than thirty (30) miles from the Executive's then current work location. - 8 - To terminate this Agreement and his employment under this Agreement for Good Reason, the Executive must provide written notice to CapStar of the existence of the circumstances providing grounds for termination for Good Reason within 90 days of the initial existence of such grounds and must give CapStar at least 30 days from receipt of such written notice to cure the condition constituting Good Reason ("Notice of Good Reason"). Such termination must be effective within one year after the initial existence of the condition constituting Good Reason. In the event of termination for Good Reason, the date of termination shall be the effective date specified in the Executive's Notice of Good Reason. (d) "Protection Period" means the period commencing on the date that a Change in Control occurs, and ending on the last day of the twelfth (12th) calendar month following the calendar month during which such Change in Control occurred. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the date of termination with respect to Executive's employment by Bank CapStar occurs prior to the date on which the Change in Control occurs, unless it is reasonably demonstrated by Bank CapStar that such termination of employment (i) was not at the request of a third party who has taken steps reasonably calculated to effect the Change in Control and (ii) did not otherwise arise in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the "Protection Period" shall be deemed to have commenced on the date immediately preceding the date of termination of Executive. (e) "Qualifying Termination" means: (i) an involuntary termination of Executive's employment by Bank CapStar (or any successor to Bank CapStar after the Change in Control) for reasons other than Cause (and other than on account of Executive's Disability); or (ii) a voluntary termination of employment by Executive for Good Reason. View More

Certain Definitions. Whenever used in this Agreement and not otherwise defined herein, the following terms shall have the meanings set forth below: (a) "Change in Control" means a transaction or circumstance in which any of the following have occurred, provided that the board of directors of the Company CapStar (the "Company Board") shall have determined that any such transaction or circumstance has resulted in a Change in Control, as defined in this paragraph, which determination shall be made in a manner consisten...t with Treas. Reg. § 1. 409A-3(i)(5): (i) the date that any person, or persons acting as a group, as described in Treas. Reg. § 1.409A-3(i)(5) (a "Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company CapStar or a corporation controlling the Company CapStar or owned directly or indirectly by the shareholders of the Company CapStar in substantially the same proportions as their ownership of stock of the Company, CapStar, becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company CapStar representing more than 40% of the total voting power represented by the Company's CapStar's then outstanding voting securities (as defined below); (ii) the merger, acquisition or consolidation of the Company or the Bank CapStar with any corporation pursuant to which the other corporation immediately after such merger, acquisition or consolidation owns more than 50% of the voting securities (defined as any securities which vote generally in the election of its directors) of the Company or the Bank CapStar outstanding immediately prior thereto or more than 50% of the Company's or the Bank's CapStar's total fair market value immediately prior thereto; or - 6 - (iii) the date that a majority of the members of the Company Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company Board before the date of the appointment or election. (b) "Code" means the Internal Revenue Code of 1986, as the same may be from time to time amended. (c) "Good Reason" means any of the following: (i) Executive's then current base salary is reduced; (ii) Executive's work or reporting responsibilities are materially diminished, or (iii) Executive is relocated to a work location more than thirty (30) miles from the Executive's then current work location. (d) "Protection Period" means the period commencing on the date that a Change in Control occurs, and ending on the last day of the twelfth (12th) calendar month following the calendar month during which such Change in Control occurred. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the date of termination with respect to Executive's employment by Bank CapStar occurs prior to the date on which the Change in Control occurs, unless it is reasonably demonstrated by Bank CapStar that such termination of employment (i) was not at the request of a third party who has taken steps reasonably calculated to effect the Change in Control and (ii) did not otherwise arise in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the "Protection Period" shall be deemed to have commenced on the date immediately preceding the date of termination of Executive. (e) "Qualifying Termination" means: (i) an involuntary termination of Executive's employment by Bank CapStar (or any successor to Bank CapStar after the Change in Control) for reasons other than Cause (and other than on account of Executive's Disability); or (ii) a voluntary termination of employment by Executive for Good Reason. View More

Certain Definitions. Whenever used in this Agreement and not otherwise defined herein, the following terms shall have the meanings set forth below: (a) "Change in Control" means a transaction or circumstance in which any of the following have occurred, provided that the board of directors of the Company (the "Company Board") shall have determined that any such transaction or circumstance has resulted in a Change in Control, as defined in this paragraph, which determination shall be made in a manner consistent with T...reas. Reg. § 1. 409A-3(i)(5): 1.409A-3(i)(5): (i) the date that any person, or persons acting as a group, as described in Treas. Reg. § 1.409A-3(i)(5) (a "Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation controlling the Company or owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing more than 40% of the total voting power represented by the Company's then outstanding voting securities (as defined below); - 6 - (ii) the merger, acquisition or consolidation of the Company or the Bank with any corporation pursuant to which the other corporation immediately after such merger, acquisition or consolidation owns more than 50% of the voting securities (defined as any securities which vote generally in the election of its directors) of the Company or the Bank outstanding immediately prior thereto or more than 50% of the Company's or the Bank's total fair market value immediately prior thereto; or (iii) the date that a majority of the members of the Company Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company Board before the date of the appointment or election. (b) "Code" means the Internal Revenue Code of 1986, as the same may be from time to time amended. (c) "Good Reason" means any of the following: (i) Executive's then current base salary is reduced; (ii) Executive's work or reporting responsibilities are materially diminished, or (iii) Executive is relocated to a work location more than thirty (30) miles from the Executive's then current work location. (d) "Protection Period" means the period commencing on the date that a Change in Control occurs, and ending on the last day of the twelfth (12th) calendar month following the calendar month during which such Change in Control occurred. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the date of termination with respect to Executive's employment by Bank CapStar occurs prior to the date on which the Change in Control occurs, unless it is reasonably demonstrated by Bank CapStar that such termination of employment (i) was not at the request of a third party who has taken steps reasonably calculated to effect the Change in Control and (ii) did not otherwise arise in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the "Protection Period" shall be deemed to have commenced on the date immediately preceding the date of termination of Executive. (e) "Qualifying Termination" means: (i) an involuntary termination of Executive's employment by Bank CapStar (or any successor to Bank CapStar after the Change in Control) for reasons other than Cause (and other than on account of Executive's Disability); or (ii) a voluntary termination of employment by Executive for Good Reason. - 7 - 13. COBRA Health Insurance Coverage. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall be interpreted to require CapStar to extend COBRA health insurance coverage benefits to Executive in violation of applicable law. In the event that, following termination of Executive's employment with CapStar, Executive shall be entitled to receive extended insurance benefits pursuant to the terms of this Agreement, Executive shall be required to elect COBRA health insurance coverage and, thereafter, CapStar shall be financially responsible for such coverage to Executive through a COBRA subsidy; provided, however, that at such time as CapStar is no longer permitted to extend COBRA health insurance coverage benefits to Executive under applicable law, CapStar shall provide a cash payment to Executive in lieu of such subsidy (with each cash payment being equal to the amount of the last COBRA subsidy provided to Executive prior to Executive's termination pursuant to the terms hereof), and Executive shall elect and obtain his own health insurance coverage. View More

Certain Definitions. Whenever used in this Agreement and not otherwise defined herein, the following terms shall have the meanings set forth below: (a) "Change in Control" means a transaction or circumstance in which any of the following have occurred, provided that the board of directors of the Company (the "Company Board") shall have determined that any such transaction or circumstance has resulted in a Change in Control, as defined in this paragraph, which determination shall be made in a manner consistent with T...reas. Reg. § 1. 409A-3(i)(5): 1.409A-3(i)(5): (i) the date that any person, or persons acting as a group, as described in Treas. Reg. § 1.409A-3(i)(5) (a "Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation controlling the Company or owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing more than 40% of the total voting power represented by the Company's then outstanding voting securities (as defined below); (ii) the merger, acquisition or consolidation of the Company or the Bank with any corporation pursuant to which the other corporation immediately after such merger, acquisition or consolidation owns more than 50% of the voting securities (defined as any securities which vote generally in the election of its directors) of the Company or the Bank outstanding immediately prior thereto or more than 50% of the Company's or the Bank's total fair market value immediately prior thereto; or (iii) the date that a majority of the members of the Company Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company Board before the date of the appointment or election. (b) "Code" means the Internal Revenue Code of 1986, as the same may be from time to time amended. (c) "Good Reason" means any of the following: (i) Executive's then current base salary is reduced; (ii) Executive's work or reporting responsibilities are materially diminished, or (iii) Executive is relocated to a work location more than thirty (30) miles from the Executive's then current work location. (d) "Protection Period" means the period commencing on the date that a Change in Control occurs, and ending on the last day of the twelfth (12th) calendar month following the calendar month during which such Change in Control occurred. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the date of termination with respect to Executive's employment by Bank CapStar occurs prior to the date on which the Change in Control occurs, unless it is reasonably demonstrated by Bank CapStar that such termination of employment (i) was not at the request of a third party who has taken steps reasonably calculated to effect the Change in Control and (ii) did not otherwise arise in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the "Protection Period" shall be deemed to have commenced on the date immediately preceding the date of termination of Executive. (e) "Qualifying Termination" means: (i) an involuntary termination of Executive's employment by Bank CapStar (or any successor to Bank CapStar after the Change in Control) for reasons other than Cause (and other than on account of Executive's Disability); or (ii) a voluntary termination of employment by Executive for Good Reason. 13. COBRA Health Insurance Coverage. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall be interpreted to require CapStar to extend COBRA health insurance coverage benefits to Executive in violation of applicable law. In the event that, following termination of Executive's employment with CapStar, Executive shall be entitled to receive extended insurance benefits pursuant to the terms of this Agreement, Executive shall be required to elect COBRA health insurance coverage and, thereafter, CapStar shall be financially responsible for such coverage to Executive through a COBRA subsidy; provided, however, that at such time as CapStar is no longer permitted to extend COBRA health insurance coverage benefits to Executive under applicable law, CapStar shall provide a cash payment to Executive in lieu of such subsidy (with each cash payment being equal to the amount of the last COBRA subsidy provided to Executive prior to Executive's termination pursuant to the terms hereof), and Executive shall elect and obtain his own health insurance coverage. View More

Certain Definitions. Whenever used in this Agreement and not otherwise defined herein, the following terms shall have the meanings set forth below: (a) "Change in Control" means a transaction or circumstance in which any of the following have occurred, provided that the board of directors of the Company (the "Company Board") shall have determined that any such transaction or circumstance has resulted in a Change in Control, as defined in this paragraph, which determination shall be made in a manner consistent with T...reas. Reg. § 1. 409A-3(i)(5): (i) the date that any person, or persons acting as a group, as described in Treas. Reg. § 1.409A-3(i)(5) (a "Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation controlling the Company or owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing more than 40% of the total voting power represented by the Company's then outstanding voting securities (as defined below); (ii) the merger, acquisition or consolidation of the Company or the Bank with any corporation pursuant to which the other corporation immediately after such merger, acquisition or consolidation owns more than 50% of the voting securities (defined as any securities which vote generally in the election of its directors) of the Company or the Bank outstanding immediately prior thereto or more than 50% of the Company's or the Bank's total fair market value immediately prior thereto; or (iii) the date that a majority of the members of the Company Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company Board before the date of the appointment or election. (b) "Code" means the Internal Revenue Code of 1986, as the same may be from time to time amended. (c) "Good Reason" means any of the following: (i) Executive's then current base salary is reduced; (ii) Executive's work or reporting responsibilities are materially diminished, or (iii) Executive is relocated to a work location more than thirty (30) miles from the Executive's then current work location. (d) "Protection Period" means the period commencing on the date that a Change in Control occurs, and ending on the last day of the twelfth (12th) calendar month following the calendar month during which such Change in Control occurred. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the date of termination with respect to Executive's employment by Bank occurs prior to the date on which the Change in Control occurs, unless it is reasonably demonstrated by Bank that such termination of employment (i) was not at the request of a third party who has taken steps reasonably calculated to effect the Change in Control and (ii) did not otherwise arise in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the "Protection Period" shall be deemed to have commenced on the date immediately preceding the date of termination of Executive. (e) "Qualifying Termination" means: (i) an involuntary termination of Executive's employment by Bank (or any successor to Bank after the Change in Control) for reasons other than Cause (and other than on account of Executive's Disability); or (ii) a voluntary termination of employment by Executive for Good Reason. 12. COBRA Health Insurance Coverage. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall be interpreted to require Bank to extend COBRA health insurance coverage benefits to Executive in violation of applicable law. In the event that, following termination of Executive's employment with Bank, Executive shall be entitled to receive extended insurance benefits pursuant to the terms of this Agreement, Executive shall be required to elect COBRA health insurance coverage and, thereafter, Bank shall be financially responsible for such coverage to Executive through a COBRA subsidy; provided, however, that at such time as Bank is no longer permitted to extend COBRA health insurance coverage benefits to Executive under applicable law, Bank shall provide a cash payment to Executive in lieu of such subsidy (with each cash payment being equal to the amount of the last COBRA subsidy provided to Executive prior to Executive's termination pursuant to the terms hereof), and Executive shall elect and obtain his own health insurance coverage. View More