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.

effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A.

“Change in Control” means an event that would constitute a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of [Section 409A].

(c)☒ A change in the ownership of a substantial portion of the assets of the Employer as described in [Section 9.7(e)] of the Plan.

A “change in ownership of a substantial portion of [[Organization A:Organization]] assets,” as described in [Section 1.409A-3(i)(5)(vii)])] of [[Organization A:Organization]] Treasury Regulations.

Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, all of the RSUs covered by this Agreement that have not already vested and become nonforfeitable pursuant to Section 4 hereof will become nonforfeitable and payable to Grantee pursuant to Section 7 hereof earlier than the time provided in Section 4 hereof upon the occurrence of a Change of Control, but only if such event also constitutes a “change in the ownership,” “change in effective control” and/or a “change in the ownership of a substantial portion of assets” of the Company, as those terms are defined under Treasury Regulations Section 1.409A-3(i)(5).

An Employer shall undergo a “Subsidiary Change of Control Event” if # it ceases to be a Related Entity of McDonald’s Corporation as a result of a stock or asset sale or similar transaction and # such sale or other transaction constitutes a “change in ownership” (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v)) of such Employer, a “change in effective control” (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi)(1)) of such Employer, or a “change in the ownership of a substantial portion of the assets” (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)) of such Employer.

Change in Ownership. If any change in ownership of Borrower and/or the HLTT Subsidiaries of fifty percent (50%) or more of the Healthtech Parties’ voting stock or membership interests.

Payments under the [Section 409A] Plan may be made only upon # the Participant’s “separation from service”, # the date the Participant becomes “disabled”, # the Participant’s death, # a “specified time (or pursuant to a fixed schedule)” specified in the Award Agreement at the date of the deferral of such compensation, # a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets” of the Company, or # the occurrence of an “unforeseeble emergency”;

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred for purposes of this Agreement by reason of any actions or events in which the Employee participates in a capacity other than in the Employee’s capacity as an employee or director of FUSB, the Bank or any affiliate or as a shareholder of FUSB, and no Change in Control shall be deemed to have occurred for purposes of the transactions described in [subparagraphs (i), (ii), or (iii)])])] above unless such transaction also constitutes a “change in the ownership or effective control” of FUSB or a “change in the ownership of a substantial portion of the assets” of FUSB within the meaning of [Section 409A].