Effect of Change in Control on Award. In the event of a Change of Control, the Units shall be treated in accordance with Article 15 of the Plan.
Effect of Change in Control on Award. In the event of a Change in Control, the Units that otherwise would not be vested shall vest and become Vested Units immediately prior to (but conditioned upon the consummation of) the Change in Control, as described in Article 14 of the Plan.
Effect of Change in Control on Award. 7.1 In the event of a Change in Control, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock Units subject to the Award shall be deemed vested effective as of immediately prior to the date of the Change in Control, provided that the Participant’s Service has not terminated prior to such date. No such acceleration, however, shall occur if and to the extent: (i) these Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof); or (ii) these Restricted Stock Units are replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the Restricted Stock Units at the time of the Change in Control and provides for subsequent pay-out in accordance with the vesting schedule set forth in the Grant Notice. The determination of the comparability of restricted stock units under clause (i) shall be made by the Committee, and such determination shall be final, binding and conclusive. This Award Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.
Effect of Change in Control on Award. In the event of a Change in Control, the Performance Period shall end on the day immediately preceding the Change in Control (the “Adjusted Performance Period”). The number of Earned Units and the vesting of those Units shall be determined for the Adjusted Performance Period in accordance with the following:
Effect of Change in Control on Award. This Award Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
Effect of Change in Control on Award. In the event of a Change in Control, the vesting and settlement of the Award shall be accelerated as provided by Section 4.2.
Effect of Change in Control on Award. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Award in accordance with Section 15.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, either assume or continue the Company’s rights and obligations with respect to all or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. In the event the Acquiror elects not to assume, continue or substitute for the outstanding Units in connection with a Change in Control, the Award, to the extent of any Units which are then unvested, shall terminate and cease to be outstanding effective as of the time of the Change in Control.
Effect of Change in Control on Award. In the event of a Change in Control, if the Company’s rights and obligations with respect to outstanding Units are not assumed or substituted for by the Acquiror pursuant to Section 4.2 herein, the Award shall be settled in accordance with Section 6 as provided by Section 4.2.
Effect of Change in Control on Award. In the event of a Change in Control, except to the extent that the Committee determines to accelerate the vesting and/or settlement of the Award in accordance with Section 15.3 of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue the Company’s rights and obligations with respect to all or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. Any Units which are neither accelerated, nor assumed, as of the time of the consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.
Effect of Change in Control on Award. In the event of a Change in Control, a percentage of the Units subject to the Award that otherwise would not be vested shall vest immediately prior to (but conditioned upon the consummation of) the Change in Control. Such percentage shall be determined by the following formula: (a) If the Change of Control occurs on or after April 1, 2009 but before April 1, 2010, the percentage shall be 25%; (b) if the Change of Control occurs on or after April 1, 2010 but before April 1, 2011, the percentage shall be 50%; and (c) if the Change of Control occurs on or after April 1, 2011 but before December 31, 2011, the percentage shall be 75%. For purposes of this Section 8, Change in Control shall mean the occurrence of any of the following events in one or a series of related transactions:
