Change in the Ownership of a Substantial Portion of a Corporation’s Assets. A change in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in accordance with rules similar to those set forth in [Section 9.7(d)]), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation or the value of the assets being disposed of determined without regard to any liabilities associated with such assets. There is no Change in Control event under this [Section 9.7(e)] when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are transferred to # a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, # an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation, # a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation, or # an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in [Section 9.7(e)(iii)]. For purposes of the foregoing, and except as otherwise provided, a person’s status is determined immediately after the transfer of assets.
Change in Control means a “change in ownership,” a “change in effective control” or a “change in ownership of a substantial portion of assets,” as such terms are defined for purposes of [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.
Notwithstanding the foregoing, to the extent that this Award constitutes a deferral of compensation subject to Code Section 409A, then no Change in Control shall be deemed to have occurred upon an event described in this definition unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A.
Notwithstanding the definition of Change in Control Event set forth in this [Section 2.1(h)], if a Change in Control Event occurs and such event does not constitute a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code, Employees shall vest in their Plan benefits as provided in Section 3.8, but such event shall not be treated as a Benefit Trigger.
Notwithstanding the definition set forth in the Plan, for purposes of this Award, “Change in Control” means a change in the ownership or effective control of the Company or the Affiliate that employs you, or in the ownership of a substantial portion of the assets of the Company or the Affiliate that employs you within the meaning of Treasury Regulation Section 1.409A-3(i)(5) as determined by the Company.
Therefore, notwithstanding the foregoing definition, a “Change of Control” shall be deemed to occur for purposes of this Agreement, if and only if, such event qualifies as # a change in the ownership or effective control of the Company as defined in Treas, Reg. section 1 .409A-3(i)(5)(v) or (vi) or (B))] a change in ownership of a substantial portion of the Company’s assets occurs as defined in Treas. Reg. [Section 1.409A-] 3(i)(5)(vii).
Persons will not be considered to be acting as a group solely because they purchase or own stock, or purchase assets, of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition or stock or assets, or similar business transaction with the corporation. If a person, including an entity or entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation (only with respect to the ownership in that corporation in the case of a change in the Effective Control of a Company or only to the extent of the ownership in that corporation in the case of a Change in the Ownership of a Substantial Portion of a Company’s Assets) prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
Notwithstanding the foregoing provisions of this [Section 6.4], but only to the extent required to comply with Section 409A of the Code, the Payout Amount payable in respect of a Unit shall become payable under [Section 6.4(b)] only if the transaction(s) resulting in the Change of Control constitute a "change in the ownership", a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of Fortis (or of the Company, as provided in [Section 9.4] hereof), determined in accordance with Section 409A of the Code. Any Payout Amount not paid upon a Change of Control as a result of this [Section 6.4(c)] shall be payable at the time such Payout Amount would otherwise be payable under this Plan, disregarding the occurrence of the Change of Control.
Salary Payment or Continuance. Following the expiration of the Severance Delay Period, you will be paid an amount # equal to the amount determined in accordance with Exhibit B attached hereto, and # payable on the terms as set forth in such Exhibit B; provided, however, if the Change in Control triggering Severance Benefits pursuant to this Section 3.1 does not constitute 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 assets of the Company” as such terms are defined in [Section 1.409A-3(i)(5)])] of the Treasury Regulations, the portion of the Severance Benefits described in this Section 3.1 that constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be paid to the Executive in installments over the same period as described in Section 2.2.
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