Treatment Upon Change in Control Contract Clauses (19)

Grouped Into 1 Collection of Similar Clauses From Business Contracts

This page contains Treatment Upon Change in Control clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Treatment Upon Change in Control. (a) General. Except as may be otherwise provided in an agreement executed by the Corporation (and, where applicable, approved by the Corporation's shareholders) addressing a Change in Control and which does not materially impair your rights under the Stock Units, your Stock Units shall be treated in accordance with the following provisions in the event of a Change in Control. (b) Conversion of Stock Units. In the event of a Change in Control, the outstanding Stock Units ("Northern Trust Stock Un...its") shall be converted into a Replacement Award. Upon a Qualifying Termination, the Replacement Award shall become fully vested and the acquirer shall issue you shares of acquirer's common stock in settlement of such Replacement Award as soon as administratively practicable following such Qualifying Termination (but in no event later than 60 days following the Qualifying Termination). For purposes of the foregoing and to the extent possible, the conversion of Northern Trust Stock Units into a Replacement Award shall be effectuated in accordance with the applicable provisions of the Code (and the related Treasury Regulations) and the applicable provisions of the laws of your country of residence and/or country of employment such that the conversion is tax neutral and itself does not trigger a taxable event to you, the Corporation, your Employer or the acquirer. (c) Cashout of Stock Units. In the event of a Change in Control where the acquirer does not convert Northern Trust Stock Units into a Replacement Award, the Corporation shall fully vest each Northern Trust Stock Unit immediately prior to the Change in Control, and then shall cancel each such vested Northern Trust Stock Unit in exchange for a cash payment equal to the aggregate consideration paid to each shareholder of one (1) share of Common Stock upon the Change in Control. Such cash payment shall be made as soon as administratively practicable following the Change in Control (but in no event later than 60 days following the Change in Control) in such manner and in accordance with such procedures as the Committee may determine in its sole discretion. View More Arrow
Found in Northern Trust Corp. contract
Treatment Upon Change in Control. (a) General. Except as may be otherwise provided in an agreement executed by the Corporation (and, where applicable, approved by the Corporation's shareholders) addressing a Change in Control and which does not materially impair your rights under the Stock Units, your Page 2 Stock Units shall be treated in accordance with the following provisions in the event of a Change in Control. (b) Conversion of Stock Units. In the event of a Change in Control, the outstanding Stock Units ("Northern Trust S...tock Units") shall be converted into a Replacement Award. Upon a Qualifying Termination, the Replacement Award shall become fully vested and the acquirer shall issue you shares of acquirer's common stock in settlement of such Replacement Award as soon as administratively practicable following such Qualifying Termination (but in no event later than 60 days following the Qualifying Termination). For purposes of the foregoing and to the extent possible, the conversion of Northern Trust Stock Units into a Replacement Award shall be effectuated in accordance with the applicable provisions of the Code (and the related Treasury Regulations) and the applicable provisions of the laws of your country of residence and/or country of employment such that the conversion is tax neutral and itself does not trigger a taxable event to you, the Corporation, your Employer or the acquirer. (c) Cashout of Stock Units. In the event of a Change in Control where the acquirer does not convert Northern Trust Stock Units into a Replacement Award, the Corporation shall fully vest each Northern Trust Stock Unit immediately prior to the Change in Control, and then shall cancel each such vested Northern Trust Stock Unit in exchange for a cash payment equal to the aggregate consideration paid to each shareholder of one (1) share of Common Stock upon the Change in Control. Such cash payment shall be made as soon as administratively practicable following the Change in Control (but in no event later than 60 days following the Change in Control) in such manner and in accordance with such procedures as the Committee may determine in its sole discretion. discretion.4. Legal and Tax Compliance; Cooperation. If you are resident and/or employed outside of the United States, you agree, as a condition of the grant of the Stock Units, to repatriate all payments attributable to the shares of Common Stock and/or cash acquired under the 2017 Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to the Stock Units) if required by and in accordance with local foreign exchange rules and regulations in your country of residence (and/or country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Corporation and its Subsidiaries, as may be required to allow the Corporation and its Subsidiaries to comply with local laws, rules and regulations in your country of residence (and/or country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and/or country of employment, if different). View More Arrow
Found in Northern Trust Corp. contract
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