Common use of Terminating Transactions Clause in Contracts

Terminating Transactions. Upon the dissolution or liquidation of the Company prior to the shares of Common Stock subject to this Award becoming 100% vested this Award shall terminate. Upon the occurrence of any (i) merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “Terminating Transaction”), this Award shall terminate unless provision be made in writing in connection with such transaction for the assumption of the Award or the substitution for the Award of a new Award covering the shares of Common Stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event this Award shall continue in the manner and under the terms so provided. If this Award shall terminate pursuant to the foregoing sentences, the shares subject to the Award shall be considered 100% vested at such time immediately prior to the consummation of the Terminating Transaction as the Company shall designate.

Terminating Transactions. A. Upon the dissolution or liquidation of the Company prior to the shares of Common Stock subject to this Award becoming 100% vested this Award shall terminate. Upon the occurrence of any (i) merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “Terminating Transaction”), this Award shall terminate unless provision be made in writing in connection with such transaction for the assumption of the Award or the substitution for the Award of a new Award covering the shares of Common Stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event this Award shall continue in the manner and under the terms so provided. If this Award shall terminate pursuant to the foregoing sentences, the shares subject to the Award shall be considered 100% vested at such time immediately prior to the consummation of the Terminating Transaction as the Company shall designate.

Terminating Transactions. Upon the dissolution or liquidation of the Company prior to the shares of Common Stock subject to this Award becoming 100% vested this Award shall terminate. Upon the occurrence of any (i) merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s 's Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s 's assets to any other person or entity (other than a wholly-owned subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock by any person or entity (including a “"group” " as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “"Terminating Transaction”"), this Award shall terminate unless provision be made in writing in connection with such transaction for the assumption of the Award or the substitution for the Award of a new Award covering the shares of Common Stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event this Award shall continue in the manner and under the terms so provided. If this Award shall terminate pursuant to the foregoing sentences, the shares subject to the Award shall be considered 100% vested at such time immediately prior to the consummation of the Terminating Transaction as the Company shall designate.

Terminating Transactions. Upon the dissolution or liquidation of the Company or of Qdoba Restaurant Corporation prior to the shares of Common Stock subject to this Award becoming 100% vested this Award shall terminate. Upon the occurrence of a Change in Control of Xxxx in the Box (as defined in the Xxxx in the Box 2004 Stock Incentive Plan), this Award shall be considered 100% vested as of the date of the Change in Control. Upon the occurrence of a Qdoba Terminating Transaction, this Award shall terminate unless provision be made in writing in connection with such transaction for the substitution for the Award of a new Award of Units of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments, in which event this Award shall continue in the manner and under the terms so provided. A Qdoba Terminating Transaction shall mean the occurrence of any (i) merger or consolidation in which the Company Qdoba Restaurant Corporation shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the CompanyQdoba Restaurant Corporation’s Common Stock stock immediately prior to such transaction), (ii) sale of all or substantially all of the CompanyQdoba Restaurant Corporation’s assets to any other person or entity (other than a wholly-owned subsidiarysubsidiary of the Company), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock common stock of Qdoba Restaurant Corporation by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “Terminating Transaction”), this Award shall terminate unless provision be made in writing in connection with such transaction for the assumption of the Award or the substitution for the Award of a new Award covering the shares of Common Stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event this Award shall continue in the manner and under the terms so provided. If this Award shall terminate pursuant to the foregoing sentences, the shares subject to the Award shall be considered 100% vested at such time immediately prior to the consummation of the Terminating Transaction as the Company shall designateamended.