Effect of Change of Control Contract Clauses (82)

Grouped Into 3 Collections of Similar Clauses From Business Contracts

This page contains Effect of Change of Control clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Effect of Change of Control. A Change of Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 6. Upon a Change of Control prior to the final scheduled vesting date set forth in Section 1 above, except to the extent that another Award meeting the requirements of this Section 6 (a "Replacement Award") is provided to the Optionee to replace this Award (the "Replaced Award"), the Option shall vest and be exercisable in full on the effective date... of such Change of Control. An award shall meet the conditions of this Section 6 (and thereby qualify as a Replacement Award) if the following conditions are met: ISO - 3 (a) The award has a value at least equal to the value of the Replaced Award; (b) The award relates to publicly traded equity securities of the Company or its successor following the Change of Control or another entity that is affiliated with the Company or its successor following the Change of Control; and (c) The other terms and conditions of the award are not less favorable to the Optionee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change of Control and the provisions of Section 5 relating to vesting and exercisability in the event of termination of employment). Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 6 are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion. View More Arrow
Found in BayCom Corp contract
Effect of Change of Control. A Change of Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, Shares, except as provided in this Section 6. 4. Upon a Change of Control prior to the final scheduled vesting date set forth in Section 1 2 above, except to the extent that another Award award meeting the requirements of this Section 6 4 (a "Replacement Award") is provided to the Optionee Participant to replace this Award award (the "Replaced Award"), the Option Shares shall vest an...d be exercisable in full on the effective date of such Change of Control. An award shall meet the conditions of this Section 6 4 (and thereby qualify as a Replacement Award) if the following conditions are met: ISO - 3 (a) The award has a value at least equal to the value of the Replaced Award; (b) The award relates to publicly traded equity securities of the Company or its successor following the Change of Control or another entity that is affiliated with the Company or its successor following the Change of Control; and (c) The other terms and conditions of the award are not less favorable to the Optionee Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change of Control and the provisions of Section 5 3 relating to vesting and exercisability in the event of termination of employment). a Qualifying Termination). Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 6 4 are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion. View More Arrow
Found in BayCom Corp contract
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Effect of Change of Control. In the event of a Change of Control: (a) No cancellation, termination, lapse of Period of Restriction, settlement or other payment shall occur with respect to any Restricted Stock Units if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Restricted Stock Units shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 14.5 of ...the Plan. (b) Notwithstanding Section 8(a), if an Alternative Award meeting the requirements of Section 14.5 of the Plan cannot be issued, or the Committee so determines at any time prior to the Change of Control, any Restricted Stock Units subject to an applicable Period of Restriction shall become fully vested at the Target level of performance (as specified in the Award Summary) and free of any Period of Restriction immediately prior to the Change of Control. (c) Notwithstanding Sections 8(a) and 8(b), and subject to Section 14.4 of the Plan, the Committee (as constituted immediately prior to the Change in Control) may, in its discretion, cancel any Restricted Stock Units in exchange for an amount equal to the Change of Control Price multiplied by the aggregate number of shares of Common Stock covered by such Award. View More Arrow
Found in SPX Corporation contract
Effect of Change of Control. In the event of a Change of Control: (a) Control (and subject to any applicable deferral election):(a) No cancellation, termination, lapse of Period of Restriction, settlement or other payment shall occur with respect to any Restricted Stock Units if the Committee Board (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Restricted Stock Units shall be honored or assumed or new rights substituted therefor by an... Alternative Award, in accordance with the terms of Section 14.5 of the Plan. (b) Notwithstanding Section 8(a), if an Alternative Award meeting the requirements of Section 14.5 of the Plan cannot be issued, or the Committee Board so determines at any time prior to the Change of Control, any Restricted Stock Units subject to an applicable Period of Restriction shall become fully vested at the Target level of performance (as specified in the Award Summary) and free of any Period of Restriction immediately prior to the Change of Control. (c) Notwithstanding Sections 7, 8(a) and 8(b), and subject to Section 14.4 of the Plan, the Committee Board (as constituted immediately prior to the Change in Control) may, in its discretion, cancel any Restricted Stock Units in exchange for an amount equal to the Change of Control Price multiplied by the aggregate number of shares of Common Stock covered by such Award. View More Arrow
Found in SPX Corporation contract
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Effect of Change of Control. (a) In the event of a Change of Control (as defined in the Plan), the Award, if outstanding as of the date of such Change of Control, shall become fully vested, whether or not then otherwise vested. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Award shall not vest on an accelerated basis, if the Corporation or the surviving or acquiring corporation, as the case may be, shall h...ave taken such action, including but not limited to the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 5(b), the Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation prior to the Change of Control event. (c) The Administrator shall have full and final authority, in its discretion, to determine whether a Change of Control of the Corporation has occurred, the date of the occurrence of such Change of Control and any incidental matters relating thereto. View More Arrow
Found in CHARLES & COLVARD LTD contract
Effect of Change of Control. (a) In the event of a Change of Control (as defined in the Plan), the Award, Option, if outstanding as of the date of such Change of Control, shall become fully vested, exercisable, whether or not then otherwise vested. exercisable. In such event, the Administrator may: (i) determine that the Option must be exercised, if at all, within a fixed time period (as determined by the Administrator) following or prior to such Change of Control, and/or (ii) determine that the Option shall terminate after... such time period, and/or (iii) make other similar determinations regarding the Participant's rights with respect to the Option. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Award Option shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 5(b), 6(b), the Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation prior to the Change of Control event. (c) The Administrator shall have full and final authority, in its discretion, to determine whether a Change of Control of the Corporation has occurred, the date of the occurrence of such Change of Control and any incidental matters relating thereto. View More Arrow
Found in CHARLES & COLVARD LTD contract
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