Exit Options. The Exit Options shall become exercisable, if at all, on the date of a Change in Control or any subsequent sale, transfer or other disposition of Common Stock by the Xxxxx Entities (the “Vesting Event”) in which the Aggregate Share Value is at least equal to the Aggregate Floor Value (as each such term is defined below) and the Xxxxx Entities shall have achieved the Investor Return (as defined below). If the Aggregate Share Value as of such Vesting Event does not exceed the Aggregate Floor Value, or if the Xxxxx Entities do not achieve the Investor Return, no portion of the Exit Options shall become exercisable at such time. If the Aggregate Share Value on the date of such Vesting Event exceeds the Aggregate Floor Value, the Applicable Percentage (as defined below) of the Exit Options shall become exercisable as of the Vesting Event. Notwithstanding the foregoing, the number of Exit Options that shall become exercisable due to any Vesting Event shall be reduced (but not below zero) by the total number of Exit Options that have previously become exercisable due to any prior Vesting Event. If, at any time after the Grant Date, the Xxxxx Entities hold less than ten percent (10%) of the Common Stock, the portion of the Exit Options that have not become exercisable prior to such time shall automatically be canceled without any payment therefor, provided that, prior to such cancellation, the Committee shall consider the number of Exit Options that have previously become exercisable, the performance of the management team and the value of the Common Stock then held by the Xxxxx Entities and, in connection therewith, the Committee shall take all necessary and proper steps as it deems appropriate in its sole and absolute discretion.
Exit Options. If NN and ZGI mutually agree that the research ------------ and/or clinical development being conducted under the agreement is not likely to lead to a favorable outcome, NN and ZGI shall terminate the agreement and all rights to the ZSS that is the subject of that agreement shall revert to ZGI. If NN believes that the research and/or clinical development being conducted under the agreement is not likely to lead to a favorable outcome, NN may terminate such agreement upon delivery of written notice to ZGI and all rights to the ZSS that is the subject of that agreement shall revert to ZGI. If ZGI believes that the research and/or clinical development being conducted under the agreement is not likely to lead to a favorable outcome, ZGI may terminate such agreement upon delivery of written notice to NN; provided, however that NN shall be entitled to proceed at NN's sole expense and effort to the pre-agreed End Point and then decide whether to enter into a Pre-Negotiated License under the terms of ARTICLE 6 or ARTICLE 7, whichever is then applicable, by timely exercise of NN's Option in accordance with SECTION 4.2. In the event of termination, for whatever reason, each party shall be free to use and exploit any and all inventions, discoveries, know-how and other results from the collaboration that have been made jointly by the parties. In such case ZGI shall, in addition hereto, be granted a non-exclusive right to use any inventions, discoveries, know-how and other results generated solely by NN, subject to paying a reasonable compensation.
Exit Options. 602.90 of the Exit Options (as such term is defined in the Option Agreement) held by Xxxxx will be forfeited upon the Retirement Date. Notwithstanding Section 4 of the Option Agreement, (A) the remaining 904.35 of the Exit Options held by Xxxxx shall remain eligible to vest if the applicable vesting conditions are satisfied prior to the expiration of the Exit Option and (B) such Exit Options shall expire on the earlier of (x) the Expiration Date (as such term is defined in the Option Agreement) or (y) such earlier date that Xxxxx (1) engages in “Competitive Activity” (as defined in the MESA) or (2) otherwise 075759-0006-Active.14041310 3 breaches any restrictive covenant in Article III of the Employment Agreement, Section 5 of the Option Agreement, Section 4.2(iv)-(v) of the MESA or Article IV herein.
Exit Options. Subject to (f) below, all of the Exit Options shall become exercisable on [ ].
Exit Options. (i) The number of Options listed on Schedule A as Exit Options ("EXIT OPTIONS") shall vest only in accordance with this Section 3(c). If, during any 12-month period ending on the dates indicated below, the cumulative amount (reflecting Equity Proceeds received in all prior periods) of Equity Proceeds equals or exceeds the corresponding amount listed below (each such amount, the "TARGET EQUITY PROCEEDS") in respect of such period, then all of the Exit Options that have not vested or expired prior to such date shall vest immediately prior to the consummation of the sale or disposition whereby Equity Proceeds will exceed such amount; provided that no Exit Options shall vest at anytime after September 30, 2001 unless the DLJ IRR at such time is greater than 30%: Period Ending On Target Equity Proceeds ---------------- ---------------------- September 30, 1997 $75,000,000 September 30, 1998 $103,125,000 September 30, 1999 $121,875,000 September 30, 2000 $150,000,000 September 30, 2001 $150,000,000 September 30, 2002 $165,000,000 September 30, 2003 $180,000,000 September 30, 2004 $198,750,000 September 30, 2005 $221,250,000 September 30, 2006 $240,000,000 provided, for each day of a period (the "Current Period"), the Target Equity Proceeds shall be increased by an amount equal to a fraction, the numerator of which is the Target Equity Proceeds for the last day of the Current Period minus the Target Equity Proceeds for the last day of the preceding period and the denominator of which is the number of days in the Current Period. After September 30, 1997, if on any day of a period, the Equity Proceeds are equal to or greater than the Target Equity Proceeds for the last day of the preceding period, but less than the Target Equity Proceeds for such date, then on such date a number of Exit Options shall vest equal to (i) the total number of Exit Options that have not expired prior to such date multiplied by a fraction, the numerator of which is the Equity Proceeds as of such date minus the Target Equity Proceeds for the last day of the preceding period and the denominator of which is the Target Equity Proceeds as of such date minus the Target Equity Proceeds for the last day of the preceding period less (ii) the total number of Exit Options which have previously vested pursuant to this paragraph.
Exit Options. All of the Exit Options shall become exercisable, if at all, if on the date of the first occurrence of a Change of Control (a “Vesting Event”) in which the Xxxxx Entities and the Xxxxxxx Entities (the “Investors”) receive an internal rate of return, compounded annually, on their investment in the Investor Stock (as defined below) of at least 30% calculated from the time of their respective initial investments in the Company. The “Investor Stock” means the aggregate number of shares of Common Stock beneficially owned by the Investors on the date of a Vesting Event. The Investors’ internal rate of return will be calculated after giving full effect to the dilution of the Investors’ interest in the Company by the Options. In the event that the Exit Options do not become exercisable pursuant to this Section 2(b) upon the first occurrence of a Vesting Event, such Exit Options shall not become exercisable as a result of any subsequent Vesting Event.
Exit Options. 5.1 MD3’s and SpineEX’s Veto Rights.
Exit Options. 72 15.1 Strategic Partners' Ability to Cause an Initial Public Offering. . . 72 15.2 Solicitation of Offers for All Outstanding Common Shares.. . . . . . 73 15.3 Strategic Partner Offer to Founding Shareholder and Other Strategic Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 15.4 Termination of Employment of Xxxx Xxxxxxx. . . . . . . . . . . . . . 75 15.5 General Rules, Rights and Obligations Pertaining to Exit Options.. . 76
Exit Options. With respect to the 2250 Exit Options (as defined in the 2009 Option Agreement) subject to the 2009 Option Agreement that are unvested as of the date hereof, you will have the opportunity to become vested in any portion of such Exit Options that otherwise would have vested within 12 months following the Separation Date (such period, the “Exit Option Vesting Period”), but only to the extent the applicable performance goals have been attained. To the extent all or a portion of such Exit Options vest, you will have 90 days from the date such Exit Options become vested (the “Exit Option Exercise Period”) to exercise all or any portion of such vested Exit Options. To the extent you do not exercise such vested Exit Options during the Exit Option Exercise Period, such Exit Options will be forfeited as of the last day of such period. To the extent such Exit Options do not vest during the Exit Option Vesting Period, they will be forfeited immediately following such period and you will not be able to exercise these Options. If you decide to exercise all or any portion of your 2007 Time Option or your 2009 Time Option that is exercisable or all or any portion, if any, of your Exit Options that become exercisable pursuant to the terms of the 2009 Option Agreement, any shares that you receive upon such exercise will be subject to the terms and conditions of the MESA and the Securityholders Agreement, including the call rights set forth in Section 4.2 of the MESA. This Agreement, upon execution by the parties, hereby serves as an amendment to the Option Agreements.
Exit Options. The Exit Options shall become exercisable, if at all, on the date of a Change in Control (the “Vesting Event”) in which the Aggregate Share Value is at least equal to the Aggregate Floor Value (as each such term is defined below); provided that, in no event shall any Exit Options become exercisable hereunder unless the Xxxxx Entities receive an internal rate of return, compounded annually, on their investment in the Xxxxx Stock (as defined below) of at least 14%. The Xxxxx Entities’ internal rate of return will be calculated after giving full effect to the dilution of Xxxxx’x interest in the Company by the Options and any override or incentive units issued by DLI Holding LLC. If the Aggregate Share Value as of the Vesting Event does not exceed the Aggregate Floor Value, or if the Xxxxx Entities do not achieve an internal rate of return, compounded annually, of at least 14%, no portion of the Exit Options shall become exercisable. If the Aggregate Share Value at the date of the Vesting Event is at least equal to the Aggregate Maximum Value, all of the Exit Options shall become exercisable as of the Vesting Event. If the Aggregate Share Value at the date of the Vesting Event exceeds the Aggregate Floor Value, the Applicable Percentage (as defined below) of the Exit Options shall become exercisable as of the Vesting Event. In the event that any portion of the Exit Options do not become exercisable pursuant to this Section 2(b) upon the first occurrence of a Vesting Event, such portion of such Exit Options shall not become exercisable as a result of any subsequent Vesting Event, and shall automatically be canceled without payment therefor.
