Effects of Certain Events Sample Clauses
The "Effects of Certain Events" clause defines the consequences that follow specific occurrences outlined in the contract, such as termination, breach, or force majeure events. Typically, this clause details what happens to the parties' rights and obligations if such an event takes place, for example, specifying whether payments are due, services must cease, or confidential information must be returned. Its core practical function is to provide clarity and predictability for both parties by outlining the immediate legal and operational outcomes triggered by significant contractual events.
Effects of Certain Events. (a) If the Participant’s employment with the Company is terminated by the Company without Cause or due to the Participant’s Retirement prior to the final Vesting Date, then:
(i) in all such cases the Performance RSUs shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of employment occurs during the Performance Period; and
(ii) a prorated number of the Performance-Adjusted RSUs will vest on each Vesting Date that occurs after such termination of employment in an amount equal to (x) the unvested Performance-Adjusted RSUs in each applicable Vesting Period multiplied by (y) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. Such prorated Performance-Adjusted RSUs will be settled following the applicable Vesting Date(s) in accordance with the provisions of Section 4, subject to any applicable taxes under Section 7 upon such vesting and settlement. The remaining portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant’s termination of employment. To the extent permitted by applicable country, state or province law, as consideration for the vesting provisions upon Retirement contained in this Section 3(a), upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes two-year noncompetition and non-solicitation covenants in a form acceptable to the Company.
(b) If the Participant’s employment with the Company is terminated due to the Participant’s death or Disability prior to the final Vesting Date, then a prorated number of Performance RSUs will vest in an amount equal to:
(i) either (x) the Target number of Performance RSUs granted hereby if such termination of employment occurs prior to the first Settlement Date following the first Vesting Date as set forth in Section 4 below, or (y) the number of Performance-Adjusted RSUs if such termination of employment occurs after such Settlement Date, in either case multiplied by
(ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination, and the denominator of which is the number of c...
Effects of Certain Events. In addition to the costs and expenses payable in Section 8.7, in the event of termination of this Agreement, except by AMYLIN as a result of a breach by BAXTER under Section 8.2 or by AMYLIN pursuant to Sections 8.3 or 8.5, AMYLIN shall pay ▇▇▇▇▇▇ as liquidated damages and not as a penalty an amount equal to [***] percent ([***]%) of the greater of the Annual Obligation or the Rolling Forecast prorated for the next [***] ([***]) months.
Effects of Certain Events. (a) Upon the death of the Participant or the termination of the Participant’s employment with the Company by reason of Total Disability, an amount equal to (i) the Target number of Performance Units granted hereby multiplied by (ii) a fraction, the numerator of which is the number of complete calendar months between the Grant Date and the date of death or such termination, and the denominator of which is thirty-four, such product to be rounded up to the nearest whole number (the “Prorated Amount”), shall immediately vest and be payable in cash to the Participant within thirty (30) days after the Participant’s death or Date of Termination (provided that if the payment is by reason of termination due to Total Disability and the Participant is a Specified Employee on the Date of Termination, payment shall not be made until six (6) months and one day after the Participant’s Date of Termination).
(b) Upon the termination of Participant’s employment with the Company without Cause, an amount equal to the Prorated Amount shall vest and be payable in cash and be deliverable to the Participant on the date set forth in Section 5, subject to adjustment for the achievement of the performance goals outlined herein and as applied to all other Participants.
(c) Upon the termination of Participant’s employment with the Company for any other reason, the Award shall be forfeited and cancelled without consideration.
Effects of Certain Events. (a) Upon the termination of the Participant’s employment by the Company without Cause, the unvested portion of the Award shall vest and a number of Common Shares equal to such unvested number of RSUs shall be delivered to the Participant within thirty (30) days following each applicable Vesting Date in accordance with the schedule set forth in Section 2 above.
(b) Upon the termination of the Participant’s employment due to the Participant’s death or Disability, a prorated portion of RSUs will vest in an amount equal to (i) the unvested RSUs in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete calendar months from the Grant Date to the date of termination, and the denominator of which is the number of full calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. The prorated number of RSUs shall vest and a number of Common Shares equal to such prorated number of RSUs shall be delivered to the Participant within thirty (30) days following the applicable Vesting Date. The remaining portion of the Award shall be forfeited and cancelled without consideration.
(c) Upon the termination of the Participant’s employment for any other reason, the unvested portion of the Award shall be forfeited and cancelled without consideration.
Effects of Certain Events. (a) Upon the death of the Participant or the termination of the Participant’s employment with the Company by reason of Total Disability, Performance RSUs in an amount equal to (i) the Target number of Performance RSUs granted hereby multiplied by (ii) a fraction, the numerator of which is the number of complete calendar months between the Grant Date and the date of death or such termination, and the denominator of which is thirty-four, such product to be rounded up to the nearest whole number (the “Prorated Amount”), shall immediately become Vested Stock and shall be delivered to the Participant within thirty (30) days after the Participant’s death or Date of Termination (provided that if the payment is by reason of termination due to Total Disability and the Participant is a Specified Employee on the Date of Termination, payment shall not be made until six (6) months and one day after the Participant’s Date of Termination).
(b) Upon the termination of a Participant’s employment with the Company without Cause, Performance RSUs in an amount equal to the Prorated Amount shall become Vested Stock and be deliverable to the Participant on the date set forth in Section 4, subject to adjustment for the achievement of the performance goals outlined herein and as applied to all other Participants.
(c) Upon the termination of a Participant’s employment with the Company for any other reason, the Award shall be forfeited and cancelled without consideration.
Effects of Certain Events. (a) Upon the termination of the Participant’s employment by the Company without Cause or due to the Participant’s death or Disability, a prorated portion of the Cash Award will vest in an amount equal to (i) the total Cash Award granted hereunder, multiplied by (ii) a fraction, the numerator of which is the number of complete calendar months between the Grant Date and the date of termination, and the denominator of which is 30, such product to be rounded up to the nearest whole number (the “Prorated Amount”). Upon such termination, the Prorated Amount, less any portion of the Cash Award previously vested and paid to the Participant prior to the date of termination, shall be paid to the Participant within thirty (30) days following the Participant’s date of termination. The remaining portion of the Cash Award shall be forfeited and cancelled without consideration.
(b) Upon the termination of the Participant’s employment for any other reason, the unvested potion of the Cash Award shall be forfeited and cancelled without consideration.
Effects of Certain Events. (a) Upon the termination of the Participant’s employment by the Company without Cause or due to the Participant’s death or Disability, a prorated portion of RSUs will vest in an amount equal to (i) the unvested RSUs in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete calendar months from the Grant Date to the date of termination, and the denominator of which is the number of full calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. The prorated number of RSUs shall vest and a number of Common Shares equal to such prorated number of RSUs shall be delivered to the Participant within thirty (30) days following the applicable Vesting Date. The remaining portion of the Award shall be forfeited and cancelled without consideration.
(b) Upon the termination of the Participant’s employment for any other reason, the unvested portion of the Award shall be forfeited and cancelled without consideration.
Effects of Certain Events. (a) In the event that any time prior to a Vesting Date, the Participant’s employment with the Company is terminated by reason of death, Total Disability or is terminated by the Company without Cause, then a prorated amount of the Cash Award shall immediately become vested in an amount equal to the product of (1) the total Cash Award granted hereunder, multiplied by (2) a fraction, the numerator of which is the number of complete calendar months between the Grant Date and the Date of Termination, and the denominator of which is thirty-four (34), such product to be rounded down to the nearest whole number (the “Prorated Amount”). Upon such termination, the Prorated Amount, less any Cash Award amount previously vested and paid to the Participant before the Date of Termination, shall immediately be paid to the Participant (or, if applicable, his or her beneficiary) as soon as reasonably practicable following such termination of employment, and in no event later than March 15 of the year following the year in which such termination of employment occurs.
(b) Upon the termination of a Participant’s employment with the Company for any other reason, the unvested Cash Award shall be forfeited and cancelled without consideration.
Effects of Certain Events
Effects of Certain Events