Possible Acceleration Upon Change in Control Sample Clauses

The "Possible Acceleration Upon Change in Control" clause allows for certain contractual rights or obligations, such as the vesting of equity awards or the repayment of loans, to become immediately due or exercisable if there is a significant change in the ownership or control of a company. For example, if a company is acquired or merges with another entity, employees' unvested stock options might vest immediately, or outstanding debts may need to be repaid at once. This clause primarily serves to protect the interests of stakeholders by ensuring they are not disadvantaged or left uncertain in the event of a major corporate transition.
Possible Acceleration Upon Change in Control. Notwithstanding anything contained in Section 7.2 of the Plan to the contrary, in connection with a Change in Control (as defined below) the effective date of such Change in Control shall be considered the “Vesting Date” for purposes of determining whether any portion of the then outstanding and unvested Stock Units subject to the Award will become vested pursuant to the vesting schedule and terms set forth in Exhibit A attached hereto. In such event, the Participant shall, if the Participant is employed by the Corporation or one of its Subsidiaries immediately prior to the Change in Control, be entitled upon (or, as may be necessary to give effect to the acceleration, immediately prior to) the Change in Control to vesting of the number of Stock Units subject to the Award equal to the number of Stock Units that would have vested in accordance with the terms hereof using the performance metrics set forth in Exhibit A attached hereto and assuming that the price paid per share of Common Stock pursuant to the terms of the Change in Control (or, if there is no such price, the fair market value of a share of Common Stock (as determined under Section 5.6 of the Plan) on the date of the Change in Control) is equal to the “Final Average Share Price” (as defined in Exhibit A attached hereto) for purposes of the vesting schedule and terms set forth in Exhibit A attached hereto and any remaining unvested portion of the Award shall terminate as of the Change in Control. For purposes of this Agreement, “Change in Control” has the meaning assigned to such term in the Plan; provided, however, that for purposes of this Agreement, the percentages in paragraph (a) and in clause (2) of paragraph (c) of such definition shall be fifty percent (50%) instead of thirty percent (30%).
View SourceView Similar (5)
Possible Acceleration Upon Change in Control. Notwithstanding any other provision to the contrary contained herein or in the Plan, in the event the Participant’s employment with the Corporation or a Subsidiary is terminated by the Corporation or a Subsidiary other than for Cause (as defined below) upon or any time during a Protected Period (as defined below), then any portion of the Stock Units subject to the Award that have not previously vested or terminated shall thereupon vest and shall be paid in accordance with Section 7.
View SourceView Similar (4)
Possible Acceleration Upon Change in Control. Notwithstanding any other provision to the contrary contained herein or in the Plan, in the event the Participant’s employment with the Corporation or a Subsidiary is terminated by the Corporation or a Subsidiary other than for Cause (as defined below) (or the Participant resigns from his or her employment with the Corporation or a Subsidiary for Good Reason (as defined below)) upon or any time during a Protected Period (as defined below), then any portion of the Stock Units subject to the Award that have not previously vested or terminated shall thereupon vest and shall be paid in accordance with Section 7.
View SourceView Similar (3)
Possible Acceleration Upon Change in Control. Upon a dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers certain mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock), or upon a Change in Control Event (as defined in the Plan), then if the Stock Units subject to the Award are not then otherwise fully vested (and have not previously terminated), they shall automatically become vested immediately prior to the occurrence of such event; provided that such acceleration provision shall not apply, unless otherwise expressly provided by the Committee, to the extent that the Committee has made a provision for the substitution, assumption, exchange or other continuation or settlement of the Award, or the Award would otherwise continue in accordance with the terms of this Award Agreement, in the circumstances. Any acceleration of the Stock Units shall comply with applicable legal requirements. The Committee may reinstate the original terms of the Award if an event described in this Section 5.1 giving rise to the acceleration of Stock Units subject to the Award does not actually occur. Subject to Section 5.2 below, if an acceleration of the outstanding Stock Units subject to the Award is triggered by this Section 5.1 but the Grantee’s employment terminated prior to the event triggering such acceleration in circumstances covered by Section 2.2.2 and the number of Performance-Based Units that are to vest pursuant to Section 2.2.2 has not yet been determined as of the date of such event, the number of Performance-Based Units subject to the Award which shall vest in accordance with such event shall equal the number of Performance-Based Units outstanding subject to the Award immediately prior to such event multiplied by the Pro-Rata Fraction, and the balance of the Performance-Based Units subject to the Award (the portion not so vested) shall thereupon terminate. The preceding sentence shall control in the event of any discrepancy with Section 2.2.2.
View SourceView Similar (3)
Possible Acceleration Upon Change in Control. Upon a Change in Control (as defined below), if the Stock Units subject to the Award are not then otherwise fully vested (and
View Source
Possible Acceleration Upon Change in Control. Notwithstanding anything contained in Section 5.2.2 of the Plan to the contrary, the Committee may provide in connection with a Change in Control (as defined below) that the effective date of such Change in Control shall be considered the “Vesting Date” for purposes of determining whether any portion of the then outstanding and unvested Stock Units subject to the Award will become vested pursuant to the vesting schedule and terms set forth in Exhibit A attached hereto. In such event, the Participant shall, if the Participant is employed by the Corporation or one of its Subsidiaries immediately prior to the Change in Control, be entitled upon (or, as may be necessary to give effect to the acceleration, immediately prior to) the Change in Control to vesting of the number of Stock Units subject to the Award equal to the number of Stock Units that would have vested in accordance with the terms hereof using the performance metrics set forth in Exhibit A attached hereto and assuming that the price paid per share of Common Stock pursuant to the terms of the Change in Control (or, if there is no such price, the Fair Market Value of a share of Common Stock on the date of the
View Source
Possible Acceleration Upon Change in Control. Upon a Change in Control (as defined below), if the Stock Units subject to the Award are not then otherwise fully vested (and have not previously terminated), they shall automatically become vested immediately prior to the occurrence of such event. For purposes of this Award Agreement, “Change in Control” shall mean a “change in the ownership or effective control” of the Corporation, or a change “in the ownership of a substantial portion of the assets” of the Corporation within the meaning of Section 409A of the Code.
View Source

Related to Possible Acceleration Upon Change in Control

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) other than in a “Non-Control Acquisition” (as defined below) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the “1934 Act”)) which results in such Person first attaining “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding Voting Securities. For purposes of the foregoing, a “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.