Notwithstanding the foregoing, to the extent an Award or any payment thereunder is considered “deferred compensation” subject to Section 409A of the Code, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code.
Notwithstanding the foregoing, to the extent anthat this Award or any payment thereunder is considered “deferred compensation”constitutes a deferral of compensation subject to Code Section 409A of the Code, a409A, then no Change in Control shall not occurbe deemed to have occurred upon an event described in this [Section 3(c)] unless such transaction constitutesthe event would also constitute a change in the ownership of the Company, a change in theor effective control of the Company,of, or a change in the ownership of a substantial portion of the Company’s assets of, the Company under Code Section 409A of the Code.409A.
Notwithstanding the foregoing, to the extent anthat this Award or any payment thereunder is considered “deferred compensation”constitutes a deferral of compensation subject to Code Section 409A of the Code, a409A, then no Change in Control shall not occurbe deemed to have occurred upon an event described in this definition unless such transaction constitutesthe event would also constitute a change in the ownership of the Company, a change in theor effective control of the Company,of, or a change in the ownership of a substantial portion of the Company’s assets of, the Company under Code Section 409A of the Code.409A.
Notwithstanding the foregoing, to the extent anthat this Award or any payment thereunder is considered “deferred compensation”constitutes a deferral of compensation subject to Code Section 409A of the Code, a409A, then no Change in Control shall not occurbe deemed to have occurred upon an event described in this [Section 3(d)] unless such transaction constitutesthe event would also constitute a change in the ownership of the Company, a change in theor effective control of the Company,of, or a change in the ownership of a substantial portion of the Company’s assets of, the Company under Code Section 409A of the Code.409A.
Notwithstanding the foregoing, to the extent anthat any Award or any payment thereunder is considered “deferred compensation”constitutes a deferral of compensation subject to Code Section 409A409A, and if that Award provides for a change in the time or form of payment upon a Change in Control, then, solely for purposes of applying such change in the Code,time or form of payment provision, a Change in Control shall not occur unless such transaction constitutesbe deemed to have occurred upon an event described in [Section 2(e)] only if the event would also constitute a change in the ownership of the Company, a change in theor effective control of the Company,of, or a change in the ownership of a substantial portion of the Company’s assets of, the Company under Code Section 409A of the Code.409A.
Notwithstanding the foregoing,Solely with respect to the extent an Award or any payment thereunder is considered “deferred compensation”award that constitutes nonqualified deferred compensation subject to Section 409A of the Code,Code and that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control shall not occur unlessonly if such transactionevent also constitutes a change“change in the ownership of the Company, a changeownership,” “change in the effective control of the Company, control,” and/or a change“change in the ownership of a substantial portion of assets” of the Company’s assetsCompany as those terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code.Code, without altering the definition of Change in Control for any purpose in respect of such award.
Notwithstanding the foregoing,anything in this [Section 11(g)] to the extent an Award orcontrary, any payment thereunder is considered “deferred compensation”Awards that are otherwise subject to Code Section 409A of the Code,shall not be distributed or payable upon a Change in Control shall not occur unless such transaction constitutesthe Change in Control otherwise meets the requirements for a change in the ownership of the Company, a change in theor effective control of the Company,Company or a change in the ownership of a substantial portion of the Company’s assets underof the Company within the meaning of Code Section 409A ofand the Code.regulations and other guidance promulgated thereunder; instead such Awards shall be distributed or payable in accordance with the Award’s applicable terms.
Notwithstanding the foregoing,anything in this [Section 11(g)] to the extent an Award orcontrary, any payment thereunder is considered “deferred compensation”Awards that are otherwise subject to Code Section 409A of the Code,shall not be distributed or payable upon a Change in Control shall not occur unless such transaction constitutesthe Change in Control otherwise meets the requirements for a change in the ownership of the Company, a change in theor effective control of the Company,Company or a change in the ownership of a substantial portion of the Company’s assets underof the Company within the meaning of Code Section 409A ofand the Code.regulations and other guidance promulgated thereunder; instead such Awards shall be distributed or payable in accordance with the Award’s applicable terms.
Notwithstanding the foregoing, # a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions and # for each Award that constitutes deferred compensation under Section 409A of the Code, and to the extent an Award required to avoid accelerated taxation and/or any payment thereunder is considered “deferred compensation” subject totax penalties under Section 409A of the Code, a Change in Control shall not occur unlessbe deemed to have occurred under the Plan with respect to such transaction constitutesAward only if a change in the ownership of the Company, a change in theor effective control of the Company,Company or a change in the ownership of a substantial portion of the Company’s assets of the Company shall also be deemed to have occurred under Section 409A of the Code.
Notwithstanding any other provision of this Award, with respect to any portion of the foregoing, toAward that constitutes “nonqualified deferred compensation” within the extent an Award or any payment thereunder is considered “deferred compensation” subject tomeaning of Section 409A of the Code, a Change inof Control shall not occurconstitute a payment or settlement event, or an event that otherwise changes the timing of payment or settlement of such payments or benefits, unless such transactionthe Change of Control also constitutes a changean event described in the ownershipSection 409A(a)(2)(v) of the Company, a change inCode and the effective controlregulations thereto. For the avoidance of doubt, this paragraph shall have no bearing on the Company,your entitlement to receive any such payments or a change in the ownership of a substantial portion of the Company’s assetsbenefits under this Award that are otherwise payable but for Section 409A of the Code.
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