Effect of Certain Events Sample Clauses

Effect of Certain Events. If at any time while this Warrant or any portion thereof is outstanding and unexpired there shall be a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a “Sale or Merger Transaction”), the Holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto, subject to further adjustment as provided in Section 12.

Effect of Certain Events. (a) If G▇▇▇▇▇▇'s employment with the Company is terminated at any time prior to the Vesting Date for any reason (including without limitation due to voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining the age of 62, then the Performance RSU Award and G▇▇▇▇▇▇'s right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If G▇▇▇▇▇▇'s employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, then a pro rata amount of the Performance RSU Award shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 above, by multiplying the Performance RSU Target Award by a fraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the first day of the Performance Period and the date of the applicable event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall be issued as soon as practicable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (c) If G▇▇▇▇▇▇ voluntarily resigns employment with the Company on or after attaining the age of 62 and prior to the Vesting Date, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award by a fraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the first day of the Performance Period and the date of the applicable event, and the denominator being the total number of months during the Performance Period. (d) Following a Change of Control prior to the Vesting Date, the Performance RSU Award shall be considered to become immediately and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with the number of restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The E...

Effect of Certain Events. (a) If at any time the Company proposes to sell or otherwise convey all or substantially all of its assets, a sale in which the consideration to be received by the Company or its stockholders consists solely of cash, the Company shall give the Investor thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction. (b) In case the Company shall at any time effect any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity, or other property, the Investor shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto. (c) The Investor shall be granted registration rights for the Warrant Shares pursuant to a Registration Rights Agreement dated of even date herewith.

Effect of Certain Events. Guarantor agrees that Guarantor's liability hereunder will not be released, reduced, impaired, or affected by the occurrence of any one or more of the following events: a) The insolvency, bankruptcy, reorganization, or disability of Debtor; b) The renewal, consolidation, extension, modification, or amendment from time to time of the Contract; c) The failure, delay, waiver, or refusal by Creditor to exercise any right or remedy held by Creditor with respect to the Contract; d) The sale, encumbrance, transfer, or other modification of the ownership of Debtor or the change in the financial condition or management of Debtor.

Effect of Certain Events. Guarantor agrees that Guarantor's liability hereunder will not be released, reduced, affected or impaired by the occurrence of any one or more of the following events: (a) The liquidation, dissolution, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, release, merger, receivership or discharge of Debtor, or the arrangement, composition or readjustment or other similar proceeding affecting the status, composition, identity, existence, assets or obligations of Debtor, or the disaffirmance or termination of any of the Obligations or Agreements in or as a result of any such proceeding; (b) The renewal, consolidation, extension, modification, supplementation, termination or amendment from time to time of any of the Agreements that might otherwise affect the Obligations; (c) Except as to applicable statutes of limitation, the failure, delay, lack of diligence, waiver or refusal by Creditor to exercise, in whole or part, any right or remedy held by Creditor with respect to the Agreements or the Obligations; (d) The sale, encumbrance, transfer or other modification of the ownership of Debtor or the change in the financial condition or management of Debtor; (e) Lack of consideration or any other deficiency in the formation of the Agreement and any and all amendments and modifications thereof; (f) Lack of organizational power or authority of Guarantor or Debtor; or (g) Any changes to the ownership of the Debtor or its asset structure, including but not limited to sale, merger, acquisition, encumbrance, lien, hypothecation or otherwise.

Effect of Certain Events. If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, and in case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.

Effect of Certain Events. (a) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all of its assets, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction, provided that the Issuer shall give the holder of this Warrant thirty (30) days prior written notice of such termination and of the proposed effective date of the Sale or Merger Transaction. (b) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all its assets, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction. (c) In case the Issuer shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Issuer or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such Sale or Merger Transaction, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such Sale or Merger Transaction had this Warrant been exercised immediately prior thereto.

Effect of Certain Events. The following provisions will apply in the event of the termination of employment or the occurrence of a Change in Control prior to the end of the Performance Period and completion of the vesting period.

Effect of Certain Events. (a) If Grantee's employment with the Company is terminated prior to the Vesting Date because of death or the Grantee becoming Disabled, then the Grantee shall earn and be immediately vested in a pro rata amount of the DSU Target Award and related Dividend Equivalents determined by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award by a percentage (not to exceed 100% and not less than 50%), the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being thirty-six (36) months. Notwithstanding the distribution date set forth in Paragraph 4 above, the earned and vested DSU Award and related Dividend Equivalents shall, subject to Paragraph 10(p) of this Agreement, be distributed in shares of EDS Common Stock (i) in the event of the Grantee's death, on the first day of the calendar month after the Grantee's date of death, or (ii) in the event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following the date of the Grantee's Separation from Service unless the Grantee is a Specified Employee, in which case the distribution shall be made on the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service. (b) If Grantee's employment with the Company is involuntarily terminated (not for Cause) anytime prior to the Vesting Date, or Grantee's employment with the Company is voluntarily terminated for "good reason" anytime prior to the Vesting Date, or Grantee's employment with the Company is voluntarily terminated for "any reason" beginning six months after commencement of employment of a new Chief Executive Officer of the Company (excluding the Grantee) and prior to the Vesting Date, then the earned and vested deferred stock units granted pursuant to this DSU Award and related Dividend Equivalents will be determined by calculating actual results for Organic Revenue Growth (50% weighting) and Productivity Yield (50% weighting) measured by the number of completed calendar years (except for an applicable event that occurs prior to December 31, 2006, in which case performance will be measured by completed months) between the beginning of the Performance Period and the date of the applicable event, extrapolated for the remaining three-year Performance Period, then applied against the Perform...