Liquidity Event Vesting Sample Clauses

Liquidity Event Vesting. Upon the occurrence of a Liquidity Event, all then-unvested Time Options shall vest and become exercisable as of immediately prior to such Liquidity Event, provided the Optionee remains continuously in service as a Service Provider through the date of such Liquidity Event.
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Liquidity Event Vesting. Subject to Section 2.4, if in connection with a Liquidity Event, on any single date, Liquidity Proceeds both (i) equal or exceed two (2) times the Investment and (ii) result in an IRR that equals or exceeds 17.5% (together the “Liquidity Event Hurdles”), in each case, as determined by the Administrator, then all then unvested Performance Options shall vest and become exercisable as of immediately prior to such Liquidity Event.
Liquidity Event Vesting. To the extent outstanding and unvested, the Award shall become fully vested immediately prior to the occurrence of a Liquidity Event provided that one of the two following conditions is satisfied: (i) the Participant is employed by the Company on the date of such Liquidity Event; or (ii) if such Liquidity Event is a Change in Control, the Participant’s employment is terminated without Cause or for Good Reason, in either case, after the date on which a letter of intent relating to the Change in Control that is binding with respect to exclusivity has been executed and the Change in Control that is the subject of such letter of intent is consummated within 180 days after the date of such termination of employment. Notwithstanding the foregoing, in the event that the EOY Per Share Value upon the occurrence of a Liquidity Event is not greater than $1.75, then no portion of the Award shall become vested in connection with such Liquidity Event and the entire Award (whether or not vested) shall be immediately forfeited with no consideration due the Participant in respect thereof. Notwithstanding anything contained herein to the contrary, in the event of a Change in Control in which the Award would not be forfeited pursuant to the immediately preceding sentence, the Committee may, in its sole discretion, cancel the vested portion of the Award for an amount equal to the product of (x) the number of shares of Common Stock underlying the vested portion of the Award and (y) the difference between the Fair Market Value of one share of Common Stock as of the date of such Change in Control and the Base Price per share.
Liquidity Event Vesting. All Time Options shall become fully vested and exercisable immediately prior to the effective date of the first Liquidity Event.
Liquidity Event Vesting. Upon a Liquidity Event, the Options shall vest and become exercisable immediately prior to such Liquidity Event.
Liquidity Event Vesting. Notwithstanding the foregoing, if at the time of a Liquidity Event (x) Investment Proceeds are equal to or greater than 3.0 times the Invested Capital, and (y) Investment Proceeds result in an Internal Rate of Return of at least 25%, to the extent not then vested or previously forfeited or cancelled, the Performance Options shall become fully vested immediately prior to the effective date of such Liquidity Event.
Liquidity Event Vesting. Upon the occurrence of the first Liquidity Event, the following shall, immediately prior to the effective date of such Liquidity Event, automatically become vested and exercisable in full: the Performance Options that have not yet, as of such Liquidity Event, become eligible for Yearly Performance Based Vesting, if and only if the Cumulative EBITDA and Cumulative Cash Flow for the Fiscal Year in which the Liquidity Event occurs (which Cumulative EBITDA and Cumulative Cash Flow shall not be reduced by any expenses that the Administrator reasonably determines are directly related to the Liquidity Event, including without limitation any investment banking fees payable as a result of the Liquidity Event) equals or exceeds the Cumulative EBITDA Target and Cumulative Cash Flow Target (reduced on a pro-rata basis with respect to the portion of the Cumulative EBITDA Target and Cumulative Cash Flow Target attributable to the portion of the Fiscal Year remaining after the Liquidity Event occurs if the Liquidity Event occurs on a date other than the last day of such Fiscal Year) for the Fiscal Year in which such Liquidity Event occurs.
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Liquidity Event Vesting. Upon the occurrence of a Liquidity Event, all then-unvested Shares shall vest as of immediately prior to the occurrence of the Liquidity Event.
Liquidity Event Vesting. Subject to Section 2.4, if on any single date, both Liquidity Proceeds (i) equal or exceed two and 3/10th (2.3) times the Investment and (ii) result in an IRR that exceeds 15% (together a “Liquidity Event”), in each case, as determined by the Administrator, then 100% of the Shares subject to the Liquidity Event Options shall become vested and exercisable as of immediately prior to the Liquidity Event; provided, however, that if no Liquidity Event occurs prior to the Measurement Date, then 100% of the Shares subject to the Liquidity Event Options shall vest as of the Measurement Date if (i) the Effective MOIC equals or exceeds two and 3/10th (2.3) and (ii) the Effective IRR exceeds 15%. Unless the Administrator determines otherwise, any unvested Liquidity Event Options shall automatically terminate without consideration therefor on the date the Principal Stockholders no longer hold equity securities of the Company.

Related to Liquidity Event Vesting

  • Liquidity Event The term “Liquidity Event” shall include, but shall not be limited to, (i) a Listing, (ii) a sale, merger or other transaction in which the Stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company, and (iii) the sale of all or substantially all of the Corporation’s Assets where Stockholders either receive, or have the option to receive, cash or other consideration.

  • Equity Vesting Acceleration Vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards subject to only time-based (and not performance-based) vesting. In the case of equity awards with performance-based vesting, such awards will be treated as set forth in the applicable award agreement. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination, any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding until the earlier of (x) ninety (90) days following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within the ninety (90) day period following the Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within the ninety (90) day period following a Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited on the ninetieth (90th) day following the date of the Qualifying Termination without having vested.

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • Equity Vesting All of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

  • Acceleration Event The Company shall give Employee at least ten (10) business days’ notice (or, if not practicable, such shorter notice as may be reasonably practicable) prior to the anticipated closing date of a transaction which the Board of Directors of the Company determines to be a change of control of the Company in circumstances where it is appropriate to accelerate the vesting of employee stock options. Upon receipt of such notice, all stock options of Employee shall become immediately exercisable in full, and until the day before such anticipated closing date (or such shorter period as the Company shall reasonably determine and so notify Employee), Employee shall be permitted to exercise all options with respect to up to the entire number of shares of the Company’s common stock covered thereby. The Company may in such notice require that upon the close of the period described above during which an option may be so exercised such option shall terminate to the extent that it has not theretofore been exercised. Notwithstanding the foregoing, in the event the event which was the subject of such notice is not closed, options which were exercised shall be deemed not to have been exercised, any consideration received by the Company on account of the exercise price thereof shall be returned, and such options shall be exercisable thereafter (disregarding any acceleration of vesting as provided for above, which shall then be of no effect) to the same extent they would have been exercisable if no such notice had been given.

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Regular Vesting Except as otherwise provided in the Plan or in this Section 2, your RSUs will vest ratably in three (3) equal annual increments commencing on the first anniversary of the Date of Grant.

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years. With respect to any shares of stock purchased by any such person, the Company’s repurchase option shall provide that upon such person’s termination of employment or service with the Company, with or without cause, the Company or its assignee shall have the option to purchase at cost any unvested shares of stock held by such person.

  • Performance Vesting Within sixty (60) days following the completion of the Performance Period, the Plan Administrator shall determine the applicable number of Performance Shares in accordance with the provisions of the Award Notice and Schedule I attached thereto.

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