Effect of Change in Control Clause Example with 13 Variations from Business Contracts
This page contains Effect of Change in Control clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Effect of Change in Control. Subject in all cases to any accelerated vesting provisions provided in the Notice of Grant and any Superseding Agreement, in the event of a Change in Control, except to the extent that the Committee determines to cash out the Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the "Acquiror"), may, without the consent of the Participant, assume or continue in full force and effect the Company's ri...ghts and obligations under all or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror's stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Award shall terminate and cease to be outstanding effective as of the time of consummation or the Change in Control to the extent that Units subject to the Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor settled as of the time of the Change in Control.View More
Variations of a "Effect of Change in Control" Clause from Business Contracts
Effect of Change in Control. 7 Subject in all cases to any accelerated vesting provisions provided in the Notice of Grant and or any Superseding Agreement, in the event of a Change in Control, except to the extent that the Committee determines to cash out the Award Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the "Acquiror"), may, without the consent of the Participant, assume or continue in full force and effect the ...Company's rights and obligations under all or any portion of the outstanding Units Option or substitute for all or any portion of the outstanding Units Option a substantially equivalent rights with respect to option for the Acquiror's stock. For purposes of this Section, a Unit the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Unit Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon settlement the exercise of the Unit Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Award Option shall terminate and cease to be outstanding effective as of the time of consummation or of the Change in Control to the extent that Units subject to the Award are Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor settled exercised as of the time of the Change in Control. View More
Effect of Change in Control. Subject in all cases to any accelerated vesting provisions provided in the Notice of Grant and any Superseding Agreement, in 8.1 In the event of a Change in Control, except to the extent that the Committee determines to cash out the Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the "Acquiror"), may, without the consent of the Participant, assume or continue in full force and effect the Compa...ny's rights and obligations under all or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror's stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Award shall terminate and cease to be outstanding effective as of 8.2 Notwithstanding the time of consummation foregoing, if the Units are not assumed, substituted for, or the Change in Control to the extent that Units subject to the Award are neither assumed or otherwise continued by the Acquiror Acquiror, the Units shall vest in connection with full effective immediately prior to, but contingent upon, the Change in Control nor settled as of the time consummation of the Change in Control. Control; provided, however, Vesting Conditions based on performance goals shall only become vested based on actual results measured against the performance goals set forth in the Notice of Grant as of the Change in Control, and thereafter, the Award shall terminate. Subject to compliance with Section 409A of the Code, such Units, if any, shall be settled upon becoming Vested Units. View More
Effect of Change in Control. Subject in all cases to any accelerated vesting provisions provided in the Notice of Grant and any Superseding Agreement, in In the event of a Change in Control, except to the extent that the Committee determines to cash out the Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the "Acquiror"), may, without the consent of the Participant, assume or continue in full force and effect the Company's... rights and obligations under all or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror's stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Notwithstanding the foregoing, if the Units are not assumed, substituted for, or otherwise continued by the Acquiror, the Units shall vest in full effective immediately prior to, but contingent upon, the consummation of the Change in Control; provided, however, that any Award which has its Vesting Conditions based on performance goals that vests pursuant to this sentence shall terminate and cease to be outstanding effective only become vested based on actual results measured against the performance goals as of the time of consummation or the Change in Control Control, and thereafter, all Awards shall terminate to the extent that Units subject to the Award are neither assumed not exercised or continued by the Acquiror in connection with the Change in Control nor settled as of the time date of the Change in Control. Subject to Section 16.4(f) of the Plan, such Units shall be settled upon becoming Vested Units. View More
