Non-Assumption definition

Non-Assumption shall be deemed to occur on the date of the consummation of an event that constitutes a Change in Control as defined solely under the definition of Change in Control in section 2 of the Plan, where in connection with such Change in Control, the successor entity, or a parent of the successor entity, has not agreed to assume, replace or substitute this Award with another award of equivalent or greater value, and on substantially similar or more favorable terms.
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Examples of Non-Assumption in a sentence

  • If the Company has provided a Non-Assumption Notice and Holder elects not to exercise this Warrant, then this Warrant will terminate immediately prior to the later of (1) five (5) business days after Holder’s receipt of the Non-Assumption Notice, and (2) the closing of the Acquisition.

  • Section 3.1. Non-Assumption of Liabilities.........................

  • The leases, contracts and commitments listed in any Non-Assumption Notice shall be retained by Seller (and any and all liabilities thereunder shall constitute "Retained Liabilities" for the purposes of this Agreement) and Buyer shall have no liability to Seller arising out of based upon or resulting from the non-assumption of such leases, contracts and commitments.

  • Such notice (the "Non-Assumption Notice") shall be in writing, and shall be delivered to Seller prior to the Closing Date.

  • Holder shall exercise such put option on or before the later of (I) five (5) business days after Holder’s receipt of the Non-Assumption Notice, and (2) the closing of the Acquisition, and such exercise of the put right may be conditioned on the closing of the Acquisition.

  • If the Company has provided a Non-Assumption Notice and Holder elects not to exercise this Warrant, then this Warrant will terminate immediately prior to the later of (i) five (5) business days after Holder’s receipt of the Non-Assumption Notice, and (ii) the closing of the Acquisition.

  • Assumption of Certain Liabilities; and Non-Assumption of all other Liabilities..........

  • If the Company has provided a Non-Assumption Notice and Holder elects not to exercise this Warrant, then this Warrant will terminate immediately prior to the later of (1) five (5) business days after delivery to Holder of the Non-Assumption Notice, and (2) the closing of the Acquisition.