Qualified Liquidity Event. Upon the occurrence of a Qualified Liquidity Event that also constitutes a “change in control event” under Section 409A of the Code, all Restricted Stock Units shall immediately vest, subject to Participant’s continuous Service with the Company through the date of such Qualified Liquidity Event.
Qualified Liquidity Event. Upon the occurrence of a Qualified Liquidity Event, the number of Restricted Stock Units that shall immediately vest shall be determined in accordance with each of the Schedules, subject to Participant’s continuous Service with the Company through the date of such Qualified Liquidity Event.
Qualified Liquidity Event. Effectuating a Qualified Liquidity Event;
Qualified Liquidity Event. For purposes of this Agreement, the term “Qualified Liquidity Event” shall have the definition set forth in the Plan, except that 60% shall be deemed to replace 40% in clause (c) of the definition in the Plan. Upon the occurrence of a Qualified Liquidity Event where a Replacement Award (as defined below) is provided to Participant at the time of the Qualified Liquidity Event in lieu of the Restricted Stock Units, the Restricted Stock Units that remain outstanding and unvested as of immediately prior to the Qualified Liquidity Event shall remain outstanding and unvested. Upon the occurrence of a Qualified Liquidity Event where a Replacement Award is not provided to Participant in lieu of the Restricted Stock Units, the Restricted Stock Units shall immediately vest, and the date of such Qualified Liquidity Event will be treated as the Vesting Date for purposes of Section 4. Any Restricted Stock Units that vest or become payable as a result of or in connection with a Qualified Liquidity Event may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its shareholders, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Committee in its good faith discretion, subject to compliance with Section 409A of the Code (“Section 409A”).
Qualified Liquidity Event. For purposes of this Agreement, the term “Qualified Liquidity Event” shall have the definition set forth in the Plan, except that 60% shall be deemed to replace 40% in clause (c) of the definition in the Plan. Upon the occurrence of a Qualified Liquidity Event prior to the end of the Performance Period where a Replacement Award (as defined below) is provided to Participant at the time of the Qualified Liquidity Event in lieu of the Restricted Stock Units, the Restricted Stock Units that remain outstanding and unvested as of immediately prior to the Qualified Liquidity Event shall remain outstanding and unvested, but the performance conditions with respect thereto shall be deemed satisfied at the target level of achievement. Upon the occurrence of a Qualified Liquidity Event where a Replacement Award is not provided to Participant in lieu of the Restricted Stock Units, the Restricted Stock Units shall immediately vest at the target level of achievement. In either case, all Restricted Stock Units in excess of such target achievement level shall immediately be forfeited and cancelled, and Participant shall not be entitled to any compensation or other amount with respect thereto. For the avoidance of doubt, the Restricted Stock Units attributable to the target level of achievement shall be determined by multiplying the number of Restricted Stock Units that remain outstanding and unvested (and, for the avoidance of doubt, which have not been cancelled pursuant to Section 3 hereof) as of immediately prior to the Qualified Liquidity Event by a fraction, the numerator of which is the Target Award, and the denominator of which is the total maximum number of Restricted Stock Units originally granted hereunder, and with the result rounded down to the nearest whole number of Restricted Stock Units. Any Restricted Stock Units that vest or become payable as a result of or in connection with a Qualified Liquidity Event may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its shareholders, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Committee in its good faith discretion, subject to compliance with Section 409A of the Code (“Section 409A”).
Qualified Liquidity Event. Upon the first occurrence of a Qualified Liquidity Event following the Grant Date, all unvested Restricted Stock Units will vest.
Qualified Liquidity Event. Upon the occurrence of a Qualified Liquidity Event where a Replacement Award (as defined below) is provided to Participant in lieu of outstanding Restricted Stock Units, the Replacement Award shall remain outstanding and unvested (and eligible to vest in accordance with its terms). Upon the occurrence of a Qualified Liquidity Event where a Replacement Award is not provided to Participant in lieu of the Restricted Stock Units, the Restricted Stock Units that remain outstanding and unvested as of immediately prior to such Qualified Liquidity Event shall immediately vest, and the effective date of such Qualified Liquidity Event will be treated as the Vesting Date with respect to such Restricted Stock Units for purposes of Section 4. Any Restricted Stock Units that vest or become payable as a result of or in connection with a Qualified Liquidity Event may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its shareholders, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Committee in its discretion, subject to compliance with Section 409A of the Code (“Section 409A”).
Qualified Liquidity Event. Upon the occurrence of a Qualified Liquidity Event, the Option shall vest in full, subject to Participant’s continuous Service with the Company through the date of such Qualified Liquidity Event.
Qualified Liquidity Event. Upon the occurrence of a Qualified Liquidity Event, the Restricted Stock Units that remain outstanding and unvested as of immediately prior to such Qualified Liquidity Event shall immediately vest, and the effective date of such Qualified Liquidity Event will be treated as the Vesting Date with respect to such Restricted Stock Units for purposes of Section 4. Any Restricted Stock Units that vest or become payable as a result of or in connection with a Qualified Liquidity Event may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its shareholders, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Committee in its discretion, subject to compliance with Section 409A of the Code (“Section 409A”).
Qualified Liquidity Event. Upon the first occurrence of a Qualified Liquidity Event following the Grant Date, the Restricted Stock Units will become eligible to vest at a time that is earlier than the time provided for in Section 2(a). Such vesting will be based on the multiple of Total Enterprise Value achieved by the Company as of the date of such Qualified Liquidity Event, as determined by the Board.
