Grouped Into 90 Collections of Similar Clauses From Business Contracts
This page contains Change in Control clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Change in Control. 10.1 Effect on SARs. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the SARs shall become immediately vested and exercisable. 10.2 Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days' advance notice to the Participant, cancel the SARs and pay to the Participant the Appreciation Value of the SARs based upon the price per share of Common Stock received or to be receive...d by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the SAR equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the SAR without the payment of consideration therefor.View More
Change in Control. 10.1 11.1 Effect on SARs. In the event of a Change in Control, notwithstanding any provision of in the Plan or this Agreement to the contrary, the outstanding SARs granted herein shall become immediately 100% vested and exercisable. 10.2 exercisable, provided that (i) the Participant has provided Continuous Service to the Company/Subsidiary as of the consummation of the Change in Control, and (ii) the Participant did not initiate the event that resulted in the occurrence of such Change in Contro...l in a capacity other than as an officer or director of the Company. 11.2 Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days' advance notice to the Participant, cancel any or all of the outstanding SARs granted under this Agreement and pay to the Participant the cash Appreciation Value of the SARs based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Change in Control transaction. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price Base Value of the an outstanding SAR equals or exceeds the price to be paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the SAR without the payment of consideration therefor. any consideration. View More
Change in Control. 10.1 Effect on SARs. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the SARs evidenced hereby shall become immediately vested and exercisable. notwithstanding anything in the Plan or in this Agreement to the contrary. 10.2 Cash-out. In the event of a Change in Control, the Committee may, in the exercise of its discretion and upon at least ten (10) days' days advance notice to the Participant, You, cancel the SARs and and, instead..., pay to the Participant You the Appreciation Value of the SARs based upon the price per share of Common Stock received or to be received by other shareholders of the Company in connection with the Change in Control event. Notwithstanding the foregoing, if If at the time of a the Change in Control event the Exercise Price of the SAR equals or exceeds the price paid or to be paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the SAR without the payment of consideration therefor. View More
Change in Control. 7.1 Acceleration of Vesting. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the shares of Common Stock rec...eived. 4 7.2 Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days' advance notice to the Participant, cancel the Option and pay to the Participant the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.View More
Change in Control. 7.1 Acceleration of Vesting. In the event of If a Change in Control occurs and the Director's Continuous Service is terminated by the Company (other than for death, Disability or Cause) within 12 months following the Change in Control, notwithstanding any provision 100% of the Plan or this Agreement shares subject to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of ve...sting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the shares of Common Stock received. 4 exercisable. 3 7.2 Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days' advance notice to the Participant, Director, cancel the Option and pay to the Participant Director the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor. View More
Change in Control. 7.1 Acceleration of Vesting. In the event of If a Change in Control occurs and the Participant's Continuous Service is terminated by the Company without Cause (other than for death or Disability) or by the Participant for Good Reason within 12 months following the Change in Control, notwithstanding any provision 100% of the Plan or this Agreement shares subject to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To... the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the shares of Common Stock received. 4 exercisable. 7.2 Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days' advance notice to the Participant, cancel the Option and pay to the Participant the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor. View More
Change in Control. Notwithstanding Section 3(a) above, in the event there occurs a Change in Control (as defined in the Plan) of the Company, then, except as provided herein, the portion of the SARs that is outstanding and unvested immediately prior to such occurrence shall accelerate and become fully vested (100% achievement of all applicable Performance Conditions shall be deemed to have occurred) upon (or, as may be necessary to effect such acceleration, immediately prior to) the consummation of the Change in C...ontrol. If, however, this Agreement is assigned by the Company and assumed by the acquiring or successor entity (or parent thereof), or if new SARs under a new stock incentive program are to be issued in exchange therefor, in connection with such Change in Control transaction (as such events are more particularly described in the Plan), then vesting of the SARs shall not accelerate and the time-based vesting schedule shall continue to apply, but 100% achievement of all applicable Performance Conditions shall be deemed to have occurred.View More
Change in Control. Notwithstanding Section 3(a) 2(a) above, in the event there occurs a Change in Control (as defined in the Plan) of the Company, then, except as provided herein, the portion of the SARs Restricted Stock Units that is outstanding and unvested immediately prior to such occurrence shall accelerate and become fully vested (100% achievement of all applicable the Performance Conditions Condition shall be deemed to have occurred) upon (or, as may be necessary to effect such acceleration, immediately pri...or to) the consummation of the Change in Control. If, however, this Agreement is assigned by the Company and assumed by the acquiring or successor entity (or parent thereof), or if new SARs under a new stock incentive program are agreement of comparable value covering shares of a successor entity (or parent thereof) is to be issued in exchange therefor, in connection with such Change in Control transaction (as such events are more particularly described in the Plan), then vesting of the SARs Restricted Stock Units shall not accelerate and the time-based vesting schedule shall continue to apply, but 100% achievement of all applicable the Performance Conditions Condition shall be deemed to have occurred. View More
Change in Control. Upon the occurrence of a "Change in Control Event," as such term is defined in the Employment or Change in Control Agreement between the Company and the Employee as in effect on the Award Date, the PSUs will become 100% vested at the Maximum level as of the date of such Change in Control Event.
Change in Control. Upon the occurrence of a "Change in Control Event," as such term is defined in the Employment or Change in Control Agreement between the Company and the Employee as in effect on the Award Date, the PSUs will become 100% vested at the Maximum level as of the date of such Change in Control Event.
Change in Control. If you incur an involuntary Termination of Service not for Cause (as defined in Section 2 of the Plan) or a voluntary Termination of Service for Good Reason (as defined in Section 2 of the Plan) on or before the second anniversary of the date of a Change in Control, any portion of the Option that has not vested or terminated as of your Termination of Service shall vest as of your Termination of Service and become exercisable in full as of the date of such Termination of Service. Such a terminati...on shall be considered an Involuntary Termination not for Cause or, if applicable, a Retirement, under Section 7 of this Agreement.View More
Change in Control. If you incur an involuntary Termination of Service Employment not for Cause (as defined in Section 2 2.7 of the Plan) or a voluntary Termination of Service Employment for Good Reason (as defined in Section 2 5.4(d) of the Plan) on or before the second anniversary of the date of a Change in Control, any portion of the Option that has not vested or terminated as of your Termination of Service Employment shall vest as of your Termination of Service Employment and become exercisable in full as of th...e date of such Termination of Service. Employment. Such a termination shall be considered an Involuntary Termination not for Cause or, if applicable, a Retirement, under Section 7 of this Agreement. View More
Change in Control. (a) If a Change in Control of the Company (as defined below) shall become effective during the Term, the Term shall automatically be deemed to end on the later of (i) the End Date (as defined in Section 2) or (ii) the second anniversary of the effective date of such Change in Control. (b) A "Change in Control" shall be deemed to have occurred when: (i) any person is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Comp...any 9 representing 35% or more of the combined voting power of the Company's then-outstanding securities; or (ii) during any 24-month period, individuals who, as of the beginning of such period, constitute the Board (the "Incumbent Directors") cease for any reason to constitute a majority of the Board; provided that any new director subsequent to the beginning of such period (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least a majority of the Incumbent Directors shall be an Incumbent Director; or (iii) there is consummated a merger or consolidation of the Company, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary, at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of the combined voting power of the Company's then outstanding securities; or (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.View More
Change in Control. (a) If In the event of a Change in Control Control, all portions of the Consulting Fee that have not yet been paid shall be paid by the Company (as defined below) shall become effective during the Term, the Term shall automatically be deemed to end on the later within thirty (30) days. 7 a. For purposes of (i) the End Date (as defined in Section 2) or (ii) the second anniversary of the effective date of such Change in Control. (b) A this Agreement, "Change in Control" shall be deemed mean the oc...currence of both any of the events listed in Sections 6(a)(i)-(iii) and, within sixty (60) days thereafter, the occurrence of the event listed in Section 6(a)(iv): i. any "Person" (as such term is defined in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that the term "Person" shall not include (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to have occurred when: (i) any person an offering of such securities, or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company) is or becomes the "beneficial owner" "Beneficial Owner" (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Company 9 (not including in the securities that are beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 35% twenty-five percent (25%) or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the Company's then-outstanding then outstanding voting securities; or (ii) during any 24-month period, individuals who, as ii. consummation of the beginning of such period, constitute the Board (the "Incumbent Directors") cease for any reason to constitute a majority of the Board; provided that any new director subsequent to the beginning of such period (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least a majority of the Incumbent Directors shall be an Incumbent Director; or (iii) there is consummated a merger or consolidation of the Company, Company with any other corporation or approval of the issuance of voting securities of the Company in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary, thereof) at least 50% sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person Person is or becomes the beneficial owner, Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person Person any securities acquired directly from the Company or its affiliates other than in connection with affiliates) representing twenty-five percent (25%) or more of either the securities acquired directly from then outstanding shares of Common Stock of the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of the combined voting power of the Company's then outstanding voting securities; or (iv) iii. the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, assets (in one transaction or a series of related transactions within any period of twenty-four (24) consecutive months), other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% seventy-five percent (75%) of the combined voting power of the voting securities of which are owned by shareholders of the Company Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale. sale; and iv. Executive is terminated without Cause. View More
Change in Control. (a) If No benefits shall be payable or provided under Section 3, 4 or 5 of this Agreement unless there has been a Change in Control. For purposes of this Agreement, a Change in Control of the Company (as defined below) shall become effective during the Term, the Term shall automatically be deemed to end on the later of (i) the End Date (as defined in Section 2) or (ii) the second anniversary of the effective date of such Change in Control. (b) A "Change in Control" shall not be deemed to have oc...curred when: (i) if the Board consisting of a majority of Continuing Directors as defined in Section (b) determines that, in their reasonable judgment, a change in control has not occurred. Without such a determination, a change in control will be deemed to have occurred if: (a) any person Person (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" Beneficial Owner (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Company 9 representing 35% 20% or more of the combined voting power of the Company's then-outstanding securities; then outstanding securities ("Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following shall not constitute a Change in Control: (i) any acquisition by the Company or any corporation controlled by the Company, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iii) any acquisition by a Person of 20% of the Outstanding Company Voting Securities as a result of an acquisition of common stock of the Company by the Company which, by reducing the number of shares of common stock of the Company outstanding, increases the proportionate number of shares beneficially owned by such Person to 20% or more of the Outstanding Company Voting Securities; provided, however, that if a Person shall become the beneficial owner of 20% or more of the Outstanding Company Voting Securities by reason of a share acquisition by the Company as described above and shall, after such share acquisition by the Company, become the beneficial owner of any additional shares of common stock of the Company, then such acquisition shall constitute a Change in Control; (b) during any 24-month period, period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who, as of the beginning of such period, constitute the Board (the "Incumbent Directors") cease for any reason to constitute a majority of the Board; provided that any new director subsequent to who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with Company to effect a transaction described in Sections 2(b), (d), (e) or (f)) whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders stockholders was approved or recommended by a vote of at least a majority of the Incumbent Directors shall be an Incumbent Director; directors then still in office who either were directors at the beginning of the period or (iii) there is consummated whose election or nomination for election was previously so approved (hereinafter referred to as "Continuing Directors"), cease for any reason to constitute at least a majority thereof; (c) the consummation by the Company of a merger or consolidation of the Company, Company with any other corporation (or other entity), other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity entity) 50% or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary, at least 50% more of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities Person acquires more than 20% of the Outstanding Company (not including Voting Securities shall not constitute a Change in Control; 2 (d) the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of the combined voting power of the Company's then outstanding securities; or (iv) the shareholders stockholders of the Company approve a plan of complete liquidation or dissolution of the Company Company; or there is consummated (e) the consummation of an agreement (or agreements) providing for the sale or disposition by the Company of all or substantially all of the Company's assets, assets other than a sale or disposition by which would result in the voting securities of the Company of all outstanding immediately prior thereto continuing to represent 50% or substantially all of the Company's assets to an entity, at least 50% more of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company acquiring entity outstanding immediately prior to after such sale. sale or disposition. 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Change in Control. Notwithstanding anything to the contrary in this Agreement: • In the event of a Change in Control described in clause (b) of the definition thereof in which the acquiring or surviving company in the transaction does not assume or continue outstanding Awards upon the Change in Control, then any portion of the Award that is not vested shall vest based on the level of achievement of the performance goals in Section 1 through the end of the month immediately preceding or coinciding with the date of ...the Change in Control, and shall be converted into shares of common stock as of immediately prior to the consummation of the Change in Control. The Committee shall proportionately reduce the "Net Student Loan Cash Flows" and the "Return on Equity" performance goals in Section 1 above based on the portion of the Performance Period elapsed through the end of the month immediately preceding or coinciding with the date of the Change in Control. • In the event of either (x) a Change in Control described in clause (a) of the definition thereof, or (y) a Change in Control described in clause (b) of the definition thereof in which the acquiring or surviving company in the transaction assumes or continues outstanding Awards, no acceleration of vesting shall occur upon such Change in Control, and the Award shall continue to vest in accordance with Section 1 hereof; provided, however, that if Grantee's employment shall terminate within twenty-four months following such a Change in Control for any reason other than (i) by the Corporation (or a Subsidiary), or the surviving or acquiring entity in the transaction (as the case may be), for Cause, or (ii) by Grantee's voluntary termination of employment that is not a Retirement or a termination of employment for Good Reason, any portion of the Award not previously vested shall immediately become vested at the 100% target level set forth in the vesting schedules herein, and shall be settled in shares of the Corporation's common stock, upon such employment termination. Upon any termination of employment during such twenty-four month period described in clause (i) or (ii) of the preceding sentence, any unvested portion of the Award shall be forfeited. Upon any termination of employment occurring after the end of such twenty-four month period, vesting and settlement of any remaining unvested portion of the Award shall be governed by Section 2 hereof. • Notwithstanding anything stated herein, the Plan or in the Navient Corporation Change in Control Severance Plan for Senior Officers, this Award shall not be subject to the terms set forth in the Navient Corporation Change in Control Severance Plan for Senior Officers.View More
Change in Control. Notwithstanding anything to the contrary in this Agreement: • (a) In the event of a Change in Control described in clause (b) of the definition thereof in which the acquiring or surviving company in the transaction does not assume or continue outstanding Awards upon the Change in Control, then any portion of the Award that is not vested shall vest based on the level of achievement of the performance goals in Section 1 through the end of the month immediately preceding or coinciding with the date... of the Change in Control, become 100 percent vested, and shall be converted into shares of common stock as of immediately prior to the consummation of the Change in Control. The Committee shall proportionately reduce the "Net Student Loan Cash Flows" and the "Return on Equity" performance goals in Section 1 above based on the portion of the Performance Period elapsed through the end of the month immediately preceding or coinciding with the date of the Change in Control. • (b) In the event of either (x) a Change in Control described in clause (a) of the definition thereof, or (y) a Change in Control described in clause (b) of the definition thereof in which the acquiring or surviving company in the transaction assumes or continues outstanding Awards, then no acceleration of vesting shall occur upon such Change in Control, and the Award shall continue to vest in accordance with Section 1 hereof; provided, however, that if Grantee's employment shall terminate within twenty-four months following such a Change in Control for any reason other than (i) by the Corporation (or a Subsidiary), or the surviving or acquiring entity in the transaction (as the case may be), for Cause, or (ii) by Grantee's voluntary termination of employment that is not a Retirement or a termination of employment for Good Reason, any portion of the Award not previously vested shall immediately become vested at the 100% target level set forth in the vesting schedules herein, vested, and shall be settled in converted into shares of the Corporation's common stock, upon such employment termination. Upon any termination of employment during such twenty-four month period described in clause (i) or (ii) of the preceding sentence, any unvested portion of the Award shall be forfeited. Upon any termination of employment occurring after the end of such twenty-four month period, vesting and settlement of any remaining unvested portion of the Award shall be governed by Section 2 hereof. • (c) Notwithstanding anything stated herein, the Plan or in the Navient Corporation Change in Control Severance Plan for Senior Officers, this Award shall not be subject to the terms set forth in the Navient Corporation Change in Control Severance Plan for Senior Officers. View More
Change in Control. If a Change in Control occurs, subject to Section 9.11 of the Plan, (i) Bonus Awards with respect to any Bonus Period that ended prior to the Change in Control shall be determined based on actual business results achieved for the Bonus Period and (ii) Bonus Awards with respect to the Bonus Period in which the Change in Control occurs shall be determined assuming the achievement of each applicable Corporate Performance Objective or level of Corporate Performance Objective at the target level of a...chievement for the Bonus Period, and each Individual Performance Factor or level of Individual Performance Factor at the target level of achievement for the Bonus Period with respect to objective Individual Performance Factors and at 100% of the related Corporate Performance Bonus Multiplier with respect to subjective Individual Performance Factors, except that (i) the Bonus Award for the Bonus Period that includes the Change in Control shall be based solely upon the Participant's Compensation for that Bonus Period through the date of the Change in Control and (ii) in case of Bonus Awards for any completed Bonus Period and the Bonus Period in which the Change in Control occurs, (A) the Committee shall not exercise any discretion to decrease the Participant's Preliminary Bonus Award and (B) the Participant need no longer remain employed with GreenSky and its Affiliates on or after the Change in Control. After a Change in Control, Bonus Awards for any completed Bonus Period shall be paid at the normal time of the bonus payout but in no event later than the fifteenth day of the third month following the end of the Bonus Period. Bonus Awards for the Bonus Period that includes the Change in Control shall be paid no later than the fifteenth day of the third month following the date of the Change in Control.View More
Change in Control. If a Change in Control occurs, subject to Section 9.11 of the Plan, (i) Bonus Awards with respect to any Bonus Period that ended prior to the Change in Control shall be determined based on actual business results achieved for the Bonus Period and (ii) Bonus Awards with respect to the Bonus Period in which the Change in Control occurs shall be determined assuming the achievement of each applicable Corporate Performance Objective or level of Corporate Performance 7 Objective at the target level of... achievement for the Bonus Period, and each Individual Performance Factor or level of Individual Performance Factor at the target level of achievement for the Bonus Period with respect to objective Individual Performance Factors and at 100% of the related Corporate Performance Bonus Multiplier with respect to subjective Individual Performance Factors, except that (i) the Bonus Award for the Bonus Period that includes the Change in Control shall be based solely upon the Participant's Compensation for that Bonus Period through the date of the Change in Control and (ii) in case of Bonus Awards for any completed Bonus Period and the Bonus Period in which the Change in Control occurs, (A) the Committee shall not exercise any discretion to decrease the Participant's Preliminary Bonus Award and (B) the Participant need no longer remain employed with GreenSky Newell and its Affiliates on or after the Change in Control. After a Change in Control, Bonus Awards for any completed Bonus Period shall be paid at the normal time of the bonus payout but in no event later than the fifteenth 15th day of the third month following the end of the Bonus Period. Bonus Awards for the Bonus Period that includes the Change in Control shall be paid no later than the fifteenth 15th day of the third month following the date of the Change in Control. View More
Change in Control. Award Restricted Shares shall not automatically become Vested Shares on a Change in Control. Notwithstanding any provision herein to the contrary, (i) if the Committee has made a provision for the substitution, assumption, exchange or other continuation of the Award in connection with a Change in Control, then in the event that the Holder's Continuous Service is terminated (A) by the Company due to death or Disability following the occurrence of the Change in Control, the unvested Award shall im...mediately fully vest, or (B) (1) by the Company other than for Cause (as defined in such Holder's employment agreement (or, if not defined therein, as defined in the Plan)), and other than due to death or Disability or (2) by the Holder for Good Reason (as defined in such Holder's employment agreement), in each case within one (1) year following the occurrence of the Change in Control, the unvested Award shall immediately fully vest; or (ii) if the Committee has not made a provision for the substitution, assumption, exchange or other continuation of the Award in connection with a Change in Control, the unvested Award shall fully vest immediately prior to the Change in Control.View More
Change in Control. Award Restricted Shares shall not automatically become Vested Shares on a Change in Control. Notwithstanding any provision herein to the contrary, (i) if the Committee has made a provision for the substitution, assumption, exchange or other continuation of the Award in connection with a Change in Control, then in the event that the Holder's Continuous Service is terminated (A) by the Company due to death or Disability following the occurrence of the Change in Control, the unvested Award shall im...mediately fully vest, or (B) (1) by the Company other than for Cause (as defined in such Holder's employment agreement (or, if not defined therein, as defined in the Plan)), and other than due to death Employment Agreement) or Disability or (2) by the Holder for Good Reason (as defined in such Holder's employment agreement), the Employment Agreement), in each case within one (1) year following the occurrence of the Change in Control, the unvested Award shall immediately fully vest; or (ii) if the Committee has not made a provision for the substitution, assumption, exchange or other continuation of the Award in connection with a Change in Control, the unvested Award shall fully vest immediately prior to the Change in Control. View More
Change in Control. A "Change in Control" shall be deemed to have occurred upon the occurrence of any one of the following events: (a) the sale or exclusive out-license (even as to the Company) of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (b) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outs...tanding voting power or fair market value of the stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (c) the sale of all of the stock of the Company to an unrelated person, entity or group thereof acting in concert, or (d) any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. Notwithstanding any other provision of this Agreement, "Change in Control" shall be interpreted, administered and applied in a manner consistent and in compliance with a "change in control event" as set forth in Treasury Regulation Section 1.409A-3(i)(5) ("Change in Control Event").View More
Change in Control. A "Change in Control" shall be deemed to have occurred upon the occurrence of any one of the following events: (a) the sale or exclusive out-license (even as to the Company) of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (b) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outs...tanding voting power or and fair market value of the stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (c) the sale of all of the stock of the Company to an unrelated person, entity or group thereof acting in concert, or (d) any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. Company (for the avoidance of doubt, if the Company implements a dual-class voting structure, any change in majority voting power resulting from the conversion of Class B common stock of the Company to Class A common stock of the Company by an individual stockholder shall not, on its own, constitute a Change in Control). Notwithstanding any other provision of this Agreement, Policy, "Change in Control" shall be interpreted, administered and applied in a manner consistent and in compliance with a "change in control event" as set forth in Treasury Regulation Section 1.409A-3(i)(5) ("Change 1.409A-3(i)(5). "Change in Control Event"). Period" shall mean the period consisting of the 3 months immediately prior to a Change in Control and the 12 months immediately following a Change in Control. View More
Change in Control. A "Change in Control" shall be deemed to have occurred upon the occurrence of any one of the following events: (a) the sale or exclusive out-license (even as to the Company) of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (b) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outs...tanding voting power or fair market value of the and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (c) the sale of all of the stock of the Company to an unrelated person, entity or group thereof acting in concert, or (d) any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. Notwithstanding any other provision of this Agreement, "Change in Control" shall be interpreted, administered and applied in a manner consistent and in compliance with a "change in control event" as set forth in Treasury Regulation Section 1.409A-3(i)(5) ("Change in Control Event").View More
