Effect of a Change in Control Contract Clauses (96)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains Effect of a Change in Control clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Effect of a Change in Control. (a)Notwithstanding Section 4(a) above, if at any time before the end of the Vesting Period or forfeiture of the RSUs, and while the Participant is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then all of the RSUs will become vested, except to the extent that a Replacement Award is provided to the Participant in accordance with Section 5(b) to continue, replace or assume the RSUs covered by this Agreement (the "Replaced Award") immediately prior to (and contin...gent upon) the Change in Control. 3 (b)For purposes of this Agreement, a "Replacement Award" means an award (i) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (ii) that has a value at least equal to the value of the Replaced Award, (iii) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (iv) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Participant under the Code are not less favorable to such Participant than the tax consequences of the Replaced Award, and (v) the other terms and conditions of which are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent termination of employment or Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this paragraph are satisfied will be made by the Board or Committee, as constituted immediately before the Change in Control, in its sole discretion. (c)If, within 12 months after receiving a Replacement Award, the Participant experiences a termination of employment with the Company or a Subsidiary (or any of their successors) (as applicable, the "Successor") by reason of a termination by the Successor without Cause or by the Participant for Good Reason during the remaining vesting period for the Replacement Award, the Replacement Award shall immediately vest. View More
Found in Roth CH Acquisition I Co. Parent Corp. contract
Effect of a Change in Control. (a)Notwithstanding Section 4(a) or Section 4(b)(i) above, if at any time before the end of the Vesting Performance Period or forfeiture of the RSUs, PRSUs, and while the Participant is continuously employed by the Company or a Subsidiary, Subsidiary (or if the Participant's employment terminated as a result of a termination by the Company or a Subsidiary without Cause or by the Participant for Good Reason), a Change in Control occurs, then all of the RSUs PRSUs will become vested, immediately ve...sted (with any applicable performance goals that have not yet been scored deemed to have been attained at the target level), except to the extent that a Replacement Award is provided to the Participant in accordance with Section 5(b) to continue, replace or assume the RSUs PRSUs covered by this Agreement (the "Replaced Award") immediately prior to (and contingent upon) the Change in Control. 3 (b)For purposes of this Agreement, a "Replacement Award" means an award (i) of the same type (e.g., time-based performance-based restricted stock units) as the Replaced Award, (ii) that has a value at least equal to the value of the Replaced Award, (iii) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (iv) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Participant under the Code are not less favorable to such Participant than the tax consequences of the Replaced Award, and (v) the other terms and conditions of which are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent termination of employment or Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this paragraph are satisfied will be made by the Board or Committee, as constituted immediately before the Change in Control, in its sole discretion. -4- (c)If, within 12 months after receiving a Replacement Award, the Participant experiences a termination of employment with the Company or a Subsidiary (or any of their successors) (as applicable, the "Successor") by reason of a termination by the Successor without Cause or by the Participant for Good Reason during the remaining vesting period for the Replacement Award, a pro rata portion of the Replacement Award PRSUs shall immediately vest. vest (with any applicable performance goals that have not yet been scored deemed to have been attained at the target level as of the date of such vesting), with such pro-rata portion determined by multiplying (i) the target number of PRSUs by (ii) a fraction, the numerator of which is the number of calendar days that shall have elapsed from the first day of the Performance Period until the date of such termination and the denominator of which is the number of calendar days in the full Performance Period, and subtracting from such amount the number of PRSUs (if any) that previously vested. View More
Found in Roth CH Acquisition I Co. Parent Corp. contract
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Effect of a Change in Control. Notwithstanding any time of payment specified in Section 3.1 above or in the Election Form, if a Change in Control occurs that constitutes a change in control event (as defined in Treas. Reg. § 1.409A-3(i)(5)), all Shares subject to the Grantee's Restricted Stock Units shall be delivered to the Grantee on the date of such Change in Control.
Found in Cloud Peak Energy Inc. contract
Effect of a Change in Control. Notwithstanding any time of payment specified in Section 3.1 above or in the Election Form, if If a Change in Control occurs that constitutes a change in control event (as defined in Treas. Reg. § 1.409A-3(i)(5)), all Shares subject to the Grantee's Restricted Stock Units shall be delivered to the Grantee on the date of such Change in Control.
Found in Cloud Peak Energy Inc. contract
View Variations (2)
Effect of a Change in Control. Notwithstanding anything to the contrary in this Agreement, upon the occurrence of a Change in Control, as defined in Appendix A, during the Employment Period, the Company (or its successor) shall renew this Agreement for a period of two years commencing on the date of the Change in Control and ending on the second anniversary of the date of the Change in Control. 4 6.2 Acceleration of Equity Awards. Notwithstanding anything to the contrary in any of the Equity Award Documents, as defined in App...endix A, upon a Change in Control, all outstanding stock options and restricted stock granted by the Company or any of its affiliates to the Executive shall become fully vested, and stock options shall become immediately exercisable, on the date of the Change in Control. Any determination to be made with respect to this Section 7 shall be made by an accounting firm jointly selected by the Company and the Executive and paid for by the Company, and which may be the Company's independent auditors. View More
Found in LINCOLN EDUCATIONAL SERVICES CORP contract
Effect of a Change in Control. 6.1 New Term of Employment. Notwithstanding anything to the contrary in this Agreement, upon the occurrence of a Change in Control, as defined in Appendix A, during the Employment Period, the Company (or its successor) shall renew this Agreement for a period of two years commencing on the date of the Change in Control and ending on the second anniversary of the date of the Change in Control. 4 6.2 Acceleration of Equity Awards. Notwithstanding anything to the contrary in any of the Equity Award ...Documents, as defined in Appendix A, upon a Change in Control, all outstanding stock options and restricted stock granted by the Company or any of its affiliates to the Executive shall become fully vested, and stock options shall become immediately exercisable, on the date of the Change in Control. Any determination to be made with respect to this Section 7 shall be made by an accounting firm jointly selected by the Company and the Executive and paid for by the Company, and which may be the Company's independent auditors. View More
Found in LINCOLN EDUCATIONAL SERVICES CORP contract
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Effect of a Change in Control. The provisions of Section 9 of the Plan shall apply if there is a Change in Control during the Restricted Period.
Found in SPARTAN MOTORS INC contract
Effect of a Change in Control. The provisions of Section 9 of the Plan shall apply if there is a Change in Control during the Restricted Performance Period.
Found in SPARTAN MOTORS INC contract
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Effect of a Change in Control. If there is a Change in Control during the Performance Period, the Target Award shall be earned and vested at Target levels on the effective date of the Change in Control and the amount of the Target Award shall be paid in cash no later than sixty (60) days following the effective date of the Change in Control.
Found in UNITED COMMUNITY FINANCIAL CORP contract
Effect of a Change in Control. If there is a Change in Control during the Performance Period, the Target Award shall be earned and vested at Target levels on the effective date of the Change in Control and the amount of the Target Award shall be paid in cash no later than sixty (60) days following the effective date of the Change in Control. If there is a Change in Control during the Restricted Period, all unvested Restricted Shares shall vest on the effective date of the Change in Control.
Found in UNITED COMMUNITY FINANCIAL CORP contract
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