Example ContractsClauseschange in ownership of a substantial portion of the company’s assetsVariants
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provided, however, that notwithstanding anything to the contrary in [subsections (1) through (4)] above, an event which does not constitute a change in the ownership of the Affected Corporation, a change in the effective control of the Affected Corporation, or a change in the ownership of a substantial portion of the assets of the Affected Corporation, each as defined in Treasury Regulations [section 1.409A-3(i)(5)])] (or any successor provision), shall not be considered a Change in Control for purposes of this Plan.

provided, however, that notwithstanding anythingNotwithstanding the foregoing provisions of this definition of Change of Control, for purposes of this Agreement, a Change of Control shall not be deemed to the contrary in [subsections (1) through (4)] above, anoccur unless such event which does not constituteor events would also be a changechange in the ownership of the Affected Corporation, a change in theor effective control of the Affected Corporation,corporation or a change in the ownership of a substantial portion of the assets of the Affected Corporation, each as defined incorporation” under Treasury Regulations [sectionRegulation Section 1.409A-3(i)(5)])] (or any successor provision), shall not be considered a Change in Control for purposes of this Plan..

provided, however, that notwithstanding anythingDespite any other provision in this Section 6(c) to the contrary in [subsections (1) through (4)] above,contrary, an event whichshall not constitute a Change in Control if it does not constitute a change in the ownership of the Affected Corporation, a change in theor effective control of the Affected Corporation,control, or a change in the ownership of a substantial portion of the assets of Employer or of Corporation within the Affected Corporation, each as defined in Treasury Regulations [section 1.409A-3(i)meaning of [Section 409A(a)(5)])2)(A)(v)] (or any successor provision), shall not be considered a Change in Control for purposes of this Plan.the Code and its interpretive regulations.

provided, however, that notwithstanding anything toNotwithstanding the contrary in [subsections (1) through (4)] above,preceding provisions, an event which doesor series of events shall not constitute a Change of Control unless the event or series of events qualifies as a change in the ownership of the Affected Corporation, a change in theor effective control of the Affected Corporation,corporation or a change in the ownership of a substantial portion of the assets of the Affected Corporation, each as defined in Treasury Regulations [section 1.409A-3(i)(5)])] (or any successor provision), shall not be considered a Change in Control for purposescorporation within the meaning of this Plan.Code Section 409A(a)(2)(A)(v).

provided, however, that notwithstanding anythingNotwithstanding the foregoing, for purposes of the Plan, in no event will a Change in Control be deemed to the contrary in [subsections (1) through (4)] above, anhave occurred if such transaction or event which does not constitute a changechange in the ownership of the Affected Corporation, a change in the effective control of the Affected Corporation, or a change in the ownership of a substantial portion of the assets of the Affected Corporation, eachevent,” as defined in Treasury Regulations [sectionRegulation Section 1.409A-3(i)(5)])] (or any successor provision), shall not be considered a Change in Control for purposes of this Plan..

provided, however, that notwithstanding anythingDespite any other provision in this Section 6(c) to the contrary in [subsections (1) through (4)] above,contrary, an event whichshall not constitute a Change in Control if it does not constitute a change in the ownership of the Affected Corporation, a change in theor effective control of the Affected Corporation,control, or a change in the ownership of a substantial portion of the assets of Employer within the Affected Corporation, each as defined in Treasury Regulations [section 1.409A-3(i)meaning of [Section 409A(a)(5)])2)(A)(v)] (or any successor provision), shall not be considered a Change in Control for purposes of this Plan.the Code and its interpretive regulations.

provided, however, that notwithstanding anythingNotwithstanding the foregoing provisions of this definition of Change of Control, for purposes of this Agreement other than the vesting of Stock Awards under [Sections 2.9 and 3.4.2]2], a Change of Control shall not be deemed to the contrary in [subsections (1) through (4)] above, anoccur unless such event which does not constituteor events would also be a changechange in the ownership of the Affected Corporation, a change in theor effective control of the Affected Corporation,corporation or a change in the ownership of a substantial portion of the assets of the Affected Corporation, each as defined incorporation” under Treasury Regulations [sectionRegulation Section 1.409A-3(i)(5)])] (or any successor provision), shall not be considered a Change in Control for purposes of this Plan..

provided, however, that notwithstanding anything toNotwithstanding the contraryforegoing, in [subsections (1) through (4)] above, anno event which does not constitute a changeshall the transaction or event described in the ownership of the Affected Corporation, a change in the effective control of the Affected Corporation,[subsection (i) or a change in the ownership of a substantial portion of the assets of the Affected Corporation, each as defined in Treasury Regulations [section 1.409A-3(i)(5)(ii)])] (or any successor provision), shall not be consideredconstitute a Change in Control for purposes of this Plan.Agreement unless such transaction also constitutes achange in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

provided, however, that notwithstanding anything toNotwithstanding the contraryforegoing, in [subsections (1) through (4)] above,no case will an event which does not constitute a change in the ownership[(i), (ii) or (iii) of the Affected Corporation, a change in the effective control of the Affected Corporation, or a change in the ownership of a substantial portion of the assets of the Affected Corporation, eachthis Section 2(g)] be treated as defined in Treasury Regulations [section 1.409A-3(i)(5)])] (or any successor provision), shall not be considered a Change in Control for purposesunless such event also constitutes a "change in control event" with respect to the Company within the meaning of this Plan.Treas. Reg. § 1.409A-3(i)(5) or any successor provision.

provided, however, that notwithstanding anythingNotwithstanding any other provision of this Section to the contrary in [subsections (1) through (4)] above,contrary, an event whichoccurrence shall not constitute a Change In Control if it does not constitute a change in the ownership of the Affected Corporation, a change in theor effective control of the Affected Corporation,of, or a change in the ownership of a substantial portion of the assets of, the Company, within the meaning of [Section 409A(a)(2)(A)(v)] of the Affected Corporation, eachInternal Revenue Code of 1986, as defined in Treasury Regulations [section 1.409A-3(i)(5)]amended (theCode)] (or any successor provision), shall not be considered a Change in Control for purposes of this Plan. and its interpretive regulations.

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