Grouped Into 38 Collections of Similar Clauses From Business Contracts
This page contains Change of Control clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Change of Control. (a) For purposes of this Appendix and the LTI Acceptance Form, "Good Reason" shall have the meaning assigned to such term in Grantee's individual employment, change in control or severance agreement (if any). If Grantee is not a party to an agreement in which Good Reason is defined, Good Reason shall mean the occurrence of any of the events or conditions described below which are not cured by the Company within thirty (30) days after the Company has received written notice from Grantee (which no...tice must be provided by Grantee within ninety (90) days of the initial existence of the event or condition constituting Good Reason): 4 (i) a material adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the Change of Control other than any such alteration primarily attributable to the fact that the Company may no longer be a public company or to other changes in the identity, nature or structure of the Company; and provided, that a change in Grantee's title or reporting relationships shall not of itself constitute Good Reason (unless such change results in a material adverse alteration as described above); (ii) any material reduction in Grantee's base salary except for any across-the-board reduction similarly affecting similarly-situated employees of the Company; or (iii) the relocation of Grantee's principal place of employment to a location more than 40 miles from Grantee's principal place of employment immediately prior to the Change of Control, provided that such relocation results in a material negative change to Grantee's employment. (b) Notwithstanding subsection (c) of the LTI Acceptance Form, in the event of a Change of Control of the Company, the Company may, in its sole discretion, cancel Grantee's Resulting Award in exchange for a payment in cash in an amount equal to (x) the consideration paid per Share in the Change of Control multiplied by (y) the number of Shares subject to Grantee's Resulting Award.View More
Change of Control. (a) For purposes of this Appendix and the LTI Acceptance Form, "Good Reason" shall have the meaning assigned to such term in Grantee's individual employment, change in control or severance agreement (if any). If Grantee is not a party to an agreement in which Good Reason is defined, Good Reason shall mean the occurrence of any of the events or conditions described below which are not cured by the Company within thirty (30) days after the Company has received written notice from Grantee (which no...tice must be provided by Grantee within ninety (90) days of the initial existence of the event or condition constituting Good Reason): 4 (i) a material adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the Change of Control other than any such alteration primarily attributable to the fact that the Company may no longer be a public company or to other changes in the identity, nature or structure of the Company; and provided, that a change in Grantee's title 3 or reporting relationships shall not of itself constitute Good Reason (unless such change results in a material adverse alteration as described above); (ii) any material reduction in Grantee's base salary except for any across-the-board reduction similarly affecting similarly-situated employees of the Company; or (iii) the relocation of Grantee's principal place of employment to a location more than 40 forty (40) miles from Grantee's principal place of employment immediately prior to the Change of Control, provided that such relocation results in a material negative change to Grantee's employment. (b) Notwithstanding subsection (c) of the LTI Acceptance Form, in the event of a Change of Control of the Company, the Company may, in its sole discretion, cancel Grantee's Resulting LTI Award in exchange for a payment in cash in an amount equal to (x) the consideration paid per Share share of Common Stock in the Change of Control multiplied by (y) the number of Shares shares of Common Stock subject to Grantee's Resulting Award. LTI Award that vest based on achievement of the Performance Criteria measured as of the last trading date prior to the Change in Control (determined using the average closing stock price for the shares of the Company's common stock for the ninety (90) trading day period immediately preceding the Change in Control). View More
Change of Control. (a) General. In the event of a Change of Control, the Recipient shall, with respect to any Restricted Stock Units that are not Vested Units, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 15 of the Plan. (b) Acceleration. If a Change of Control occurs while the Recipient is still an employee of the Company, and if (i) the Recipient is not offered employment or continued employment by the Successor Entity upon consummation of such Change of Control... or (ii) prior to the first anniversary of such Change of Control, the Recipient is (A) discharged by the Successor Entity other than for Cause or (B) resigns from his or her employment with the Successor Entity as a result of a Good Reason, then the vesting schedule set forth in Section 2(a) of this Agreement shall be accelerated such that all Restricted Stock Units that are not Vested Units subject to this Agreement shall, immediately prior to (x) the consummation of such Change of Control (with regard to the provisions of subsection (i) above) or (y) the cessation of the Recipient's employment with the Successor Entity (with regard to the provisions of subsections (ii)(A) and (ii)(B) above), vest and become Vested Units. For purposes of this Agreement, any date on which vesting is so accelerated shall be treated as a Vest Date.View More
Change of Control. (a) General. In the event of a Change of Control, the Recipient shall, with respect to any Restricted Stock Units that are not Vested Units, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 15 of the Plan. (b) Acceleration. If In the event of a Change of Control occurs while Control, the Recipient is still an employee vesting schedule set forth in Section 2(a) of this Agreement shall be accelerated such that: [all Restricted Stock Units that are not... Vested Units subject to this Agreement shall immediately vest and become Vested Units as of the Company, and date of the Change of Control.] [(i) if (i) the Recipient is not offered employment engagement or continued employment engagement by the Successor Entity upon consummation of such Change of Control or (ii) if prior to the first anniversary of such Change of Control, the Recipient is (A) discharged by the Successor Entity other than for Cause or (B) resigns from his or her employment engagement with the Successor Entity as a result of a Good Reason, then Constructive Termination (as defined below), the vesting schedule Vesting Schedule set forth in Section 2(a) of this Agreement shall be accelerated such that all Restricted Stock Units that are not Vested Units subject to this Agreement shall, immediately prior to (x) the consummation of such Change of Control (with regard to the provisions of subsection (i) above) or (y) the cessation of the Recipient's employment engagement with the Successor Entity (with regard to the provisions of subsections (ii)(A) and (ii)(B) above), vest and become Vested Units. For the purposes of this Agreement, any Section 6(b), a "Constructive Termination" shall occur if the Recipient resigns from his or her engagement with the Successor Entity within thirty days of (i) a material reduction in the Recipient's annual base salary or job responsibility or (ii) the relocation of the Recipient's principal office location to a facility or location located more than fifty miles from the Recipient's principal office location on the date on which vesting is so accelerated shall be treated as a Vest Date. of the Change of Control.] View More
Change of Control. If a Double Trigger Event occurs prior to the first annual Vesting Date scheduled for the Award, the Employee will be entitled to a prorated number of Shares, determined by multiplying the number of Restricted Stock Units subject to this Agreement by a fraction, the numerator of which is the number of full months the Employee is employed (including disability) [during the calendar year in which the Double Trigger Event occurs] [from the Grant Date to the date of the Double Trigger Event], and th...e denominator of which is twelve. If a Double Trigger Event occurs on or after the first annual Vesting Date scheduled for the Award, the Restricted Stock Units, to the extent not previously vested, shall become immediately vested in full and payable in accordance with Sections 4 and 5.View More
Change of Control. If a Double Trigger Event occurs prior to the first annual Vesting Date scheduled for the Award, the Employee will be entitled to a prorated number of Shares, determined by multiplying the number of Restricted Stock Units subject to this Agreement by a fraction, the numerator of which is the number of full months the Employee is employed (including disability) [during the calendar year in which the Double Trigger Event occurs] [from from the Grant Date to the date of the Double Trigger Event], E...vent, and the denominator of which is twelve. If a Double Trigger Event occurs on or after the first annual Vesting Date scheduled for the Award, the Restricted Stock Units, to the extent not previously vested, shall become immediately vested in full and payable in accordance with Sections 4 and 5. View More
Change of Control. Upon a Change of Control (as defined in the Plan), the Option shall automatically accelerate and become fully vested and exercisable, provided that the Grantee is providing service to the Company on the date of such Change of Control.
Change of Control. Upon a Change of Control (as defined in the Plan), the Option shall automatically accelerate and become fully vested and exercisable, provided that the Grantee is employed by, or providing service to to, the Company Employer on the date of such Change of Control.
Change of Control. Except as otherwise provided in a written employment agreement entered into by and between the Grantee and the Employer, if any, or as set forth in subparagraph 2(b) above, the provisions of the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change of Control, the Board may take such actions as it deems appropriate pursuant to the Plan.
Change of Control. Except as otherwise provided in a written employment agreement entered into by and between the Grantee and the Employer, if any, or as set forth in subparagraph 2(b) Paragraph 3(b) above, the provisions of the Plan applicable to a Change of Control shall apply to the Option, Stock Units, and, in the event of a Change of Control, the Board may take such actions as it deems appropriate pursuant to the Plan.
Change of Control. Except as otherwise provided in a written employment agreement entered into by and between the Grantee and the Employer, if any, or as set forth in Section 2(b) above, the provisions of the Plan applicable to a Change of Control shall apply to the Restricted Stock, and, in the event of a Change of Control, the Board may take such actions as it deems appropriate pursuant to the Plan. 2 5. Grant Subject to Plan Provisions. This Agreement is made pursuant to the Plan, the terms of which are incorpo...rated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the shares, (c) changes in capitalization of the Company, and (d) other requirements of applicable law. The Board shall have the authority to interpret and construe the grant pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder and the Grantee's acceptance of this grant of Stock Units is the Grantee's agreement to be bound by the interpretations and decisions of the Board with respect to this grant and the Plan.View More
Change of Control. Except as otherwise provided in a written employment agreement entered into by and between the Grantee and the Employer, if any, or as set forth in Section 2(b) above, Summary of Grant, the provisions of the Plan applicable to a Change of Control shall apply to the Restricted Stock, and, in right to receive the event Company Stock issuable upon achievement of a Change of Control, the Board may take such actions as it deems appropriate pursuant to the Plan. Performance Goals. 2 5. 7. Grant Subjec...t to Plan Provisions. This Agreement grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The This grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the shares, (c) changes in capitalization of the Company, Company and (d) other requirements of applicable law. The Board Committee shall have the authority to interpret and construe the grant this Agreement pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder and the Grantee's acceptance of this grant of Stock Units is the Grantee's agreement to be bound by the interpretations and decisions of the Board with respect to this grant and the Plan. hereunder. View More
Change of Control. In the event of a Change of Control, the PRSUs shall be governed by the terms of the Plan; provided that any transactions between the Company, Sirius XM and/or any of their respective wholly-owned subsidiaries, on the one hand, and Liberty Media Corporation, any Qualified Distribution Transferee (as defined in the Investment Agreement, dated as of February 17, 2009, between the Company and Liberty Radio LLC, as amended) and/or any of their respective subsidiaries, on the other hand, shall not co...nstitute a Change of Control under the Plan.View More
Change of Control. In the event of a Change of Control, the PRSUs RSUs shall be governed by the terms of the Plan; provided that any transactions between the Company, Sirius XM and/or any of their respective wholly-owned subsidiaries, on the one hand, and Liberty Media Corporation, any Qualified Distribution Transferee (as defined in the Investment Agreement, dated as of February 17, 2009, between the Company and Liberty Radio LLC, as amended) and/or any of their respective subsidiaries, on the other hand, shall n...ot constitute a Change of Control under the Plan. 2 5. Non-transferable. The RSUs may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise). Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of RSUs or of any right or privilege conferred hereby shall be null and void. View More
Change of Control. In the event of a Change of Control other than the Initial Public Offering of the Company or its successor, prior to any Scheduled Vesting Date, to the extent the successor company (or a subsidiary or parent thereof) does not assume the RSUs and this Agreement or provide a substitute therefor on substantially the same terms and conditions by the consummation of the Change of Control, all vested and unvested RSUs shall become fully vested and shall be settled in accordance with Section 3 upon the... consummation of the Change of Control. To the extent the successor company (or a subsidiary or parent thereof) assumes or provides a substitute for the RSUs on substantially the same terms and conditions, the existing vesting schedule will continue to apply; provided, however, that, if upon or within 24 months following the date of a Change of Control, the Participant's employment or other service with the Company or its Affiliates is terminated without Cause or the Participant resigns for Good Reason, all of the RSUs shall become fully vested and shall be settled in accordance with Section 3. For purposes of this Section 6, the term "Cause" shall mean (a) with regard to any Participant who is party to an employment or service agreement with the Company or any of its Affiliates which contains a definition of "Cause," the definition set forth in such agreement, and (b) with regard to any other Participant: (i) any act or omission that constitutes a material breach by the Participant of any obligations under an employment or service agreement with the Company or one of its Affiliates or an Award Agreement; (ii) the continued failure or refusal of the Participant to substantially perform the duties reasonably required of the Participant as an employee of or other service provider to the Company or one of its Affiliates; (iii) any willful and material violation by the Participant of any law or regulation applicable to the business of the Company or one of its Affiliates, or the Participant's conviction of a felony, or any willful perpetration by the Participant of a common law fraud; or (iv) any other willful misconduct by the Participant which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any of its Affiliates. For purposes of this Section 6, the term "Good Reason" shall mean (x) with regard to any Participant who is party to an employment or service agreement with the Company or any of its Affiliates which contains a definition of "Good Reason," the definition set forth in such agreement, and (y) with regard to any other Participant: (i) the material diminution of the Participant's title and/or responsibilities or (ii) the Participant being required to relocate more than twenty-five (25) miles from the Participant's then-existing office. 2 7. Nontransferability of RSUs. Unless otherwise determined by the Committee pursuant to the terms of the Plan, RSUs may not be sold, pledged, or otherwise transferred except by the laws of descent and distribution. The Common Shares acquired pursuant to the RSUs shall be subject to the Shareholders Agreement.View More
Change of Control. In the event of a Change of Control other than the Initial Public Offering of the Company or its successor, Control, prior to any Scheduled Vesting Date, to the extent the successor company (or a subsidiary or parent thereof) does not assume the RSUs and this Agreement or provide a substitute therefor for the Restricted Shares on substantially the same terms and conditions by the consummation conditions, all of the Change of Control, all vested and unvested RSUs Restricted Shares shall become fu...lly vested and shall be settled in accordance with Section 3 upon the consummation of the Change of Control. 2. To the extent the successor company (or a subsidiary or parent thereof) assumes or provides a substitute for the RSUs Restricted Shares on substantially the same terms and conditions, the existing vesting schedule will continue to apply; provided, however, that, if upon or within 24 months following the date of a Change of Control, the Participant's employment or other service with the Company or its Affiliates is terminated without Cause or the Participant resigns for Good Reason, all of the RSUs Restricted Shares shall become fully vested and shall be settled in accordance with Section 3. 2. (5) For purposes of this Section 6, the term "Cause" shall mean (a) with regard to any Participant who is party to an employment or service agreement with the Company or any of its Affiliates affiliates which contains a definition of "Cause," the definition set forth in such agreement, and (b) with regard to any other Participant: (i) any act or omission that constitutes a material breach by the Participant of any obligations under an employment or service agreement with the Company or one of its Affiliates or an Award Agreement; Document; (ii) the continued failure or refusal of the Participant to substantially perform the duties reasonably required of the Participant as an employee of or other service provider to the Company or one of its Affiliates; (iii) any willful and material violation by the Participant of any law or regulation applicable to the business of the Company or one of its Affiliates, or the Participant's conviction of a felony, or any willful perpetration by the Participant of a common law fraud; or (iv) any other willful misconduct by the Participant which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any of its Affiliates. For purposes of this Section 6, the term "Good Reason" shall mean (x) with regard to any Participant who is party to an employment or service agreement with the Company or any of its Affiliates affiliates which contains a definition of "Good Reason," the definition set forth in such agreement, and (y) with regard to any other Participant: (i) the material diminution of the Participant's title and/or responsibilities or (ii) the Participant being required to relocate more than twenty-five (25) miles from the Participant's then-existing office. 2 (6) 7. Nontransferability of RSUs. Restricted Shares. Unless otherwise determined by the Committee pursuant to the terms of the Plan, RSUs the Restricted Shares may not be sold, transferred, pledged, alienated, assigned or otherwise transferred except attorned other than by last will and testament or by the laws of descent and distribution. The Common Shares acquired distribution or pursuant to a domestic relations order, as the RSUs shall be subject to the Shareholders Agreement. case may be. View More
Change of Control. Notwithstanding the provisions of Sections 1 or 2 of these Terms and Conditions, in the event of a Change of Control, the unvested Restricted Stock Units shall automatically vest and the Restriction Period shall terminate.
Change of Control. Notwithstanding the provisions of Sections Section 1 or 2 of these Terms and Conditions, in the event of a Change of Control, the unvested Restricted Stock Units shall automatically vest and the Restriction Period shall terminate.
