Performance Conditions. The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.
Performance Conditions. The obligation of Contributors to consummate the Closing shall be contingent upon the following: (i) the REIT’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, except to the extent the inaccuracy of which would not have a Material Adverse Effect, without giving effect to any knowledge based qualifications; (ii) as of the Closing Date, the REIT shall have performed its obligations hereunder that are to be performed on or prior to the Closing Date and all deliveries to be made at or prior to the Closing Date (including, without limitation, delivery of the Consideration) shall have been tendered; and (iii) the Closing Date shall be no later than June 30, 2014, unless such date is mutually extended by the Parties. The obligation of REIT to consummate the Closing shall be contingent upon the following: (x) the Contributors’ representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, except to the extent the inaccuracy of which would not have a Material Adverse Effect, without giving effect to any knowledge based qualifications; and (y) as of the Closing Date, Contributors shall have performed their obligations hereunder that are to be performed on or prior to the Closing Date and all deliveries to be made at or prior to the Closing Date shall have been tendered (other than the failure by Contributors to provide or make available any immaterial document or information in accordance with Section 2.2).
Performance Conditions. 1. The Company’s average closing price per Share as reported on the NASDAQ Global Select Market during at least one measurement period (as described below) must be at least 25% higher than the Exercise Price per Share specified in the Stock Option Grant Summary.
Performance Conditions. The shares of Restricted Stock shall become vested on the last day (such date, the “Vesting Date”) of any five consecutive trading day period ending on or after January 1, 2018 during which the average closing price of the Shares on the New York Stock Exchange (or such other securities exchange on which the Shares may then be traded) equals or exceeds 105% of the closing price of a Share on the New York Stock Exchange (or such other securities exchange in which the Shares then may be traded) on December 31, 2017, provided that the Vesting Date must occur, if at all, prior to the fifth anniversary of the Date of Xxxxx. In the event that a Change of Control occurs during the Recipient’s Continuous Service, unless the Company is the surviving entity in the Change of Control and the Restricted Stock Award continues to be outstanding after the Change of Control of the Company on substantially the same terms and conditions as were applicable immediately prior to the Change of Control, then the shares of Restricted Stock subject to this Agreement shall automatically and without any action on the part of the Recipient, shall become fully vested immediately prior to the Change in Control.
Performance Conditions. The Stock shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Compensation Committee of the Board shall certify whether, and to what extent, the Performance Criteria have been achieved with respect to the Performance Period. If actual performance does not meet the levels associated with the minimum performance necessary for any PSUs to be earned (“Threshold”, as set forth in Appendix B), no Stock shall be issued and the Award shall be forfeited. If actual performance achieved exceeds the levels associated with maximum performance target(s) (“Maximum” as set forth in Appendix B), no additional PSUs may be earned over the Maximum. Straight-line interpolation will be applied to determine the resulting amount of PSUs earned if actual performance falls between multiple payment amounts corresponding to alternative performance levels specified in Appendix B.
Performance Conditions. You agree that the Show must always be presented in its entirety. No audio material may be edited from the soundtrack. No visuals may be edited, added or deleted in any way. You agree not to (a) decompile, disassemble or otherwise reverse-engineer the Show, (b) modify or create derivative works of the Show, (c) remove any credits or copyright or other proprietary designations for the Show, or (d) translate or otherwise alter the Show without the prior written consent of Academy.
Performance Conditions. The performance conditions are set forth on Exhibit A. Upon certification by the Committee of the completion of the performance conditions, the dollar equivalent of the percentage of salary will be determined. The Participant will receive a number of Units determined by dividing the dollar equivalent by the Fair Market Value of a share of Company Stock on the date that the completion of the performance conditions is certified by the Committee or its designee (the “Determination Date”). No Units will be awarded hereunder if the Participant separates from service for any reason before the Determination Date.
Performance Conditions. The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions.
Performance Conditions. This Stock Option shall be exercisable with respect to the number of Option Shares set forth below upon the date as of which both of the following conditions have been satisfied: (i) during the Time Period set forth below, the closing price of the Stock exceeds the applicable Hurdle Price for at least 50 of the previous 75 consecutive trading days (such 50th day, the “Determination Date”) and (ii) the most recent annual assessment completed prior to the applicable Determination Date (or, if the most recent annual assessment completed prior to such Determination Date fails to satisfy the following condition, the first annual assessment completed after the Determination Date that satisfies such condition) of the Company’s internal controls, conducted using criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission, concluded that the Company maintained effective internal control over financial reporting, and, if applicable, the attestation report of the Company’s registered public accounting firm regarding internal controls over financial reporting verified such conclusion. Incremental No. of Option Performance Conditions Shares Time Period Hurdle Price 19,801 Prior to the 5th anniversary of the Grant Date $ 16.43 Between the 5th and 6th anniversaries of the Grant Date $ 18.58 Between the 6th and 7th anniversaries of the Grant Date $ 20.77 19,801 Prior to the 6th anniversary of the Grant Date $ 18.58 Between the 6th and 7th anniversaries of the Grant Date $ 20.77 19,802 Prior to the 7th anniversary of the Grant Date $ 20.77 Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.
Performance Conditions. The number of Performance Vesting RSUs in each tranche that become Earned RSUs shall be based on the achievement of the Performance Conditions set forth below applicable to such tranche, with the number of Performance Vesting RSUs earned in respect of such tranche equal to (x) the target number of Performance Vesting RSUs in such tranche multiplied by (y) the applicable Percentage of Award Earned for such tranche (calculated in accordance with 2(b)), rounded down to the nearest whole share. Notwithstanding the foregoing, if INVH TSR (i.e., total shareholder return) for the Exhibit 10.40 Performance Period is negative, the Tranche I Performance Vesting RSUs shall not vest at a level greater than target. Tranche Performance Condition Performance Period Threshold Level of Achievement Target Level of Achievement Maximum Level of Achievement Tranche I INVH TSR Relative to RMS Index CAGR January 1, 2018 – December 31, 2020 Negative 4 percentage points Positive 0.5 percentage points Positive 4 percentage points Tranche II Same Store NOI Growth CAGR January 1, 2018 – December 31, 2020 3.5% 4.5% 5.5%
