ACCELERATION UPON NON-ASSUMPTION IN A CHANGE OF CONTROL Sample Clauses

ACCELERATION UPON NON-ASSUMPTION IN A CHANGE OF CONTROL. (a) Non-
Sample 1
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ACCELERATION UPON NON-ASSUMPTION IN A CHANGE OF CONTROL. If there is a Change of Control transaction in which the outstanding stock options granted and restricted stock issued by the Company prior to the transaction are not fully assumed by the Successor, or replaced by fully equivalent substitute options or restricted stock, then all options and restricted stock shall have their vesting fully accelerated to be 100% vested immediately prior to the effective date of the Change of Control. The date such unexercised options will terminate and the period during which the Executive may exercise the fully vested options shall be governed by the applicable stock option plan under which the options were granted. Alternatively, the Company and the Executive may elect, with the written consent of both, that the Company will deliver to the Executive on the effective date of the Change of Control a cash payment equal to the difference between (i) the aggregate exercise price of the Executive's unexercised options or restricted stock, and (ii) the value of the consideration deliverable for an equivalent number of shares as a result of the Change of Control transaction.
Sample 1

Related to ACCELERATION UPON NON-ASSUMPTION IN A CHANGE OF CONTROL

  • Acceleration Upon a Change of Control Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

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