Example ContractsClausesChange of Control
Remove:

Change of Control. There occurs any Change of Control with respect to the .

Change in Control. If a Participant ceases to be employed by the Company or a Related Company due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon (as defined in the Plan): # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and # the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 4(a); provided, however, that all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement, shall remain in effect. If both paragraph 7(c) and this paragraph 7(d) would otherwise apply in the circumstances, this paragraph 7(d) shall control. Any RSUs that vest pursuant to this paragraph 7(d) shall be payable as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) that would have applied had such RSUs not vested earlier under this paragraph (but in no event later than two and one-half months after the applicable vesting date set forth in paragraph 5(a)).

Change in Control. If a Change in Control occurs after the Grant Date but before a Scheduled Vesting Date and your Service continues to the date of the Change in Control, the provisions of [Section 12] of the Plan shall apply, including those providing for benefits upon termination of Service for Good Reason.

Change in Control. Notwithstanding anything in this Agreement to the contrary, if, within the two-year period immediately following the occurrence of a Change in Control pursuant to which the outstanding Awards under the Plan are assumed or converted into awards under another plan of a successor entity or business, the Participant’s employment is terminated by the Company for any reason other than for Cause or terminated by the Participant for Good Reason, any remaining conditions on forfeiture with respect to the Units shall immediately lapse. However, if a Change in Control occurs pursuant to which the outstanding Awards under the Plan are not assumed or converted into awards under another plan of a successor entity or business, any remaining conditions on forfeiture with respect to the Units shall immediately lapse.

Change in Control. The term “Change in Control” means:

/

Change of Control. A Change of Control is defined as any one of the following occurrences:

Upon a Change in Control of the Company (as defined below), each Participant who is actively employed on the date of such Change in Control as of the date of such Change in Control shall become fully vested and nonforfeitable in his Accrued Benefit under this Plan as of the date of such Change in Control. Payment of such Accrued Benefit shall commence upon termination of employment, Disability or death m accordance with the provisions of Article 3, 4, 5, 6 or 77]7], as applicable.

CHANGE IN CONTROL. For purposes of the Agreement, a Change in Control shall be deemed to have occurred if # any person (individual, corporation, partnership or other entity) is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 50 percent or more of the combined voting power of the outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors ("Voting Securities"), # in the event that following a merger, recapitalization, reorganization, consolidation or sale of assets by the Corporation, or any combination thereof, any person becomes the beneficial owner, directly or indirectly, of 50% or more of the Voting Securities of the surviving entity, or # the shareholders of the Corporation shall have voted to liquidate or sell substantially all of its assets. The first day upon which there exists a Change in Control shall be referred to herein as the "Operative Date."

/

In the event of a Change in Control, the extent to which the Option shall become vested and exercisable shall be determined pursuant to the Plan and as further described in this Section 9. The Stock Price Criteria shall continue to apply to any Options that are assumed or replaced in a manner contemplated by [Section 11(b)(2)] of the Plan following a Change in Control; provided, however, the Stock Price Criteria shall be appropriately adjusted, if necessary, to reflect the conversion of the underlying Shares into the shares of the acquiring [[Organization A:Organization]].

Except as provided otherwise in an individual Award Letter, if within twelve (12) months following a Change in Control (other than a Change in Control which also is a Corporate Transaction), the Optionee’s employment is terminated by the Company without Cause, or is terminated voluntarily by the Optionee, each Award of such Optionee which is at the time outstanding under the Plan shall automatically become fully vested and exercisable, immediately upon the termination of such employment.

Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.