Change in Control Contract Clauses (3,258)

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. 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. 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. Notwithstanding the provisions of Section 3 of this Agreement, in the event of a Change in Control (as defined in the Plan) during the Performance Period that occurs prior to your termination of employment, you shall be entitled to receive a payment of the Performance Award based on, and assuming that, the performance goal would have been achieved at the Target level, as set forth in Exhibit 1 to this Agreement. Such payment shall be made promptly following the date of the Change in Control. If ...a payment is made pursuant to this Section 5, no payment shall be made pursuant to Section 3 of this Agreement. Notwithstanding the foregoing, if any payment due under Section 5 is deferred compensation subject to Section 409A of the Code, and if the Change in Control is not a "change in control event" that serves as a permissible payment event under Treasury Regulation § 1.409A-3(i)(5) or such other regulation or guidance issued under Section 409A of the Code, then the Performance Award shall vest upon the Change in Control as provided above but payment under this Section 5 shall be delayed until the earlier of (i) January 15 following the end of the Performance Period or (ii) the Executive's separation from service (subject to any additional required delay under Section 9(a)). 2 6. Restriction on Transfer. The Performance Award, and the right to receive Shares, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, other than by will or the laws of descent and distribution, and no attempt to transfer the Performance Award, and the right to receive the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Performance Award or the Shares. No transfer by will or the applicable laws of descent and distribution of the Performance Award shall be effective to bind the Corporation unless the Committee shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer. View More

Change in Control. In the event of a Change in Control: (a) if the Stock Awards are assumed or substituted (within the meaning of the Plan) in connection with such Change in Control, and the Participant incurs a termination of service with the Company and its Subsidiaries by the Company or its Subsidiary without Cause or by the Participant for good reason (or any like term as defined under any employment agreement with the Company or a Subsidiary to which the Participant is a party, as modified by Section 4(e)) du...ring the 24-month period following such Change in Control, then the Stock Awards shall vest on the date of such termination of services. (b) if the Stock Awards are not assumed or substituted in connection with such Change in Control, then the Stock Awards shall immediately vest upon the occurrence of the Change in Control. View More

Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control (as defined in the Equity Incentive Plan), (i) each Participant's Stock Award, to the extent outstanding as of the date of the Change in Control, shall be treated in the manner set forth in Section 13(c) of the Equity Incentive Plan, as in effect on the Effective Date of the Plan, and (ii) each Participant's Cash Award, to the extent not paid as of the date of the Change in Control, shall be treated in... a manner equivalent to the treatment of the Participant's Stock Award upon the Change in Control, as determined by the Committee in its sole discretion. View More

Change in Control. In the event of a Change in Control (as defined below), Restricted Units that is not yet vested on the date such Change in Control is determined to have occurred shall become fully vested on the date such Change in Control is determined to have occurred. A "Change in Control" means the happening of any of the following: (i) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" as such term is used in Section 13(d...) and 14(d) of the Exchange Act of 1934, as amended (the "Exchange Act") (other than any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities entitled generally to vote in the election of the Board of Directors (other than the occurrence of any contingency); (ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or entity, which is consummated, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the effective date of a complete liquidation of the Company or the consummation of an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, which in both cases are approved by the stockholders of the Company as may be required by law. Notwithstanding the foregoing, the merger of the Company and a subsidiary of WestMountain Alternative Energy, Inc. shall not be a Change of Control. Exhibit 10.7 -- Page 1 4. Restrictions on Transfer; Legending of Shares. Until such time as any share of Restricted Units becomes vested pursuant to Section 2 or Section 3 of this Agreement, the Grantee shall not have the right to make or permit to occur any transfer, pledge or hypothecation of all or any portion of the Restricted Units, whether outright or as security, with or without consideration, voluntary or involuntary. Any transfer, pledge or hypothecation not made in accordance with this Agreement shall be deemed null and void. The certificate evidencing the Restricted Units shall contain a legend in substantially the following form: "The common units evidenced by this certificate are subject to restrictions on transfer set forth in the Restricted Units Award Agreement, dated [ ], between C-Bond Systems, LLC (the "Company") and [ ], a copy of which may be obtained from the Company at its principal executive offices." "The Common Units of the Company represented hereby have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be transferred, pledged, hypothecated or otherwise disposed of in the absence of an effective registration statement covering such shares under that Act and any applicable state securities laws, unless, in the opinion of counsel satisfactory to the Company, an exemption from registration thereunder is available." View More

Change in Control. 6.1 General. 6.2 Effect of a Change in Control on Long Term Incentive Awards. 6.3 Section 280G.

Change in Control. In order to preserve a Participant's rights with respect to any outstanding Option in the event of a Change in Control of the Company: a. Vesting of all outstanding Options shall accelerate automatically effective as of immediately prior to the consummation of the Change in Control whether or not the Options are to be assumed by the acquiring or successor entity (or parent or subsidiary thereof) or new options under a new stock incentive program ("New Incentives") of comparable value are to be i...ssued in exchange therefore, as provided in subsection (b) below. b. If vesting of outstanding Options will accelerate pursuant to subsection (a) above, the Committee in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each such Option for an amount of cash or other property having a value equal to the difference (or "spread") between: (i) the value of the cash or other property that the Participant would have received pursuant to the Change in Control transaction in exchange for the shares issuable upon exercise of the Option had such Option been exercised immediately prior to the Change in Control, and (ii) the Exercise Price of the Option. c. Notwithstanding Section 9 a-b above, the Committee shall have the discretion to provide in each Option Agreement other terms and conditions that relate to (i) vesting of the Option in the event of a Change in Control, and (ii) assumption of such Option or issuance of comparable securities or New Incentives in the event of a Change in Control. The aforementioned terms and conditions may vary in each Option Agreement, and may be different from and have precedence over the provisions set forth in Section 9 a-b above. d. Outstanding Options shall terminate and cease to be exercisable upon consummation of a Change in Control except to the extent that the Options are assumed by the successor entity (or parent or subsidiary thereof) pursuant to the terms of the Change in Control transaction. e. If outstanding Options will not be assumed by the acquiring or successor entity (or parent or subsidiary thereof), the Committee shall cause written notice of a proposed Change in Control transaction to be given to Participants not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction. View More

Change in Control. In the event of a Change in Control, Grantee's outstanding RSUs will be deemed to have vested and any shares underlying such RSUs not previously issued shall be issued within ten days after the Change in Control. For purposes of clarification, in such a situation, all Time-Based RSUs will vest, and Performance-Based RSUs will vest at the target levels as described in Exhibit A hereto. A "Change in Control" shall be deemed to have taken place if (i) any Person (as defined below) other than an ent...ity in the Company Group or an employee benefit plan of the Company Group (or any Person organized, appointed or established by the Company Group for or pursuant to the terms of any such employee benefit plan), together with all affiliates and associates of such Person, becomes the beneficial owner in the aggregate of 25% or more of the common stock of the Corporation then outstanding, or (ii) during any twenty-four month period, individuals who at the beginning of such period constituted the Board of Directors of the Corporation or The Bryn Mawr Trust Company (the "Bank") cease, for any reason, to constitute a majority thereof, unless the election, or the nomination for election by the Corporation or the Bank's shareholders, as the case may be, of each director who was not a director at the beginning of such period was approved by a vote of at least two-thirds of the directors in office at the time of such election or nomination, who were directors at the beginning of such period. View More