Acceleration on Change of Control. In the event of a Change of Control (as defined below) and the termination of Executive’s employment (a) by the Company or a successor in interest to the Company without Cause or (b) by Executive for Good Reason within 30 days before or 12 months after such Change of Control, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. In addition, subject to Executive furnishing to the Company an executed Release and allowing the Release to become effective in accordance with its terms within sixty (60) days following the termination date, (x) Executive shall be entitled to two times Executive’s Base Salary as of the date of termination, a bonus payment equal to one hundred percent (100%) of Executive’s target bonus for a similar period as the Base Salary benefit, and (y) any option to purchase capital stock of the Company or restricted stock award that is then outstanding but not yet exercisable or vested shall become exercisable or vested as to all remaining shares subject to such option or award and the exercise period for all Executive’s equity interests in the Company shall run, or as necessary be extended, to ninety (90) days following Executive’s last day of employment. The payment above will be subject to standard payroll deductions and withholdings and will be made on the first regularly scheduled pay period following the sixtieth (60th) day following the termination date. In addition, if Executive timely and properly elects health continuation coverage under COBRA, the reimbursement described in this sentence shall be included in the Termination Amounts and the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s spouse, ex-spouse and dependents. Such reimbursement shall be paid to Executive on the first business day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve-month anniversary of the termination date; (ii) the date Executive and Executive’s spouse, ex-spouse and dependents are no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive begins to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 4.5.4 would violate the nondiscrimination rules applicable to...
Acceleration on Change of Control. The entire unpaid principal balance of this Note, together with all accrued interest thereon, shall accelerate and become immediately due and payable in the event of a Change of Control of Maker or in the event that Maker ceases to own 100% of the Company Business.
Acceleration on Change of Control. (a) VESTING ACCELERATION. In the event of a "Change of Control", (i) all of the Optionee's rights to purchase stock under all stock option agreements with the Company shall be automatically vested in their entirety on an accelerated basis and be fully exercisable, and (ii) all of the Company's rights to repurchase unvested stock under all restricted stock purchase agreements with the Optionee shall lapse in their entirety on an accelerated basis:
Acceleration on Change of Control. In the event of a "Change of Control" of CVD, which is not approved by the CVD Board of Directors, all Milestone Payments remaining to be earned shall be accelerated and payable upon the Change of Control. In addition, in the event of any other Change of Control, CVD shall cause the successor or acquiring entity to assume all CVD's obligations hereunder, including the obligation to pay Milestone Payments when due and to fund development as required by Section 6.9 of this Agreement. For purposes hereof, "Change in Control" shall mean a change in ownership or control of CVD and/or the Surviving Corporation, or any successor thereto, effected through any of the following transactions:
Acceleration on Change of Control. A. VESTING ACCELERATION. FOLLOWING AN ASSUMPTION OR SUBSTITUTION OF THE OPTION IN CONNECTION WITH A TRANSACTION THAT CONSTITUTES A CHANGE OF CONTROL AND IN THE EVENT OF THE SUBSEQUENT "INVOLUNTARY TERMINATION" (AS DEFINED BELOW) OF THE OPTIONEE WITHIN TWELVE (12) MONTHS OF SUCH CHANGE OF CONTROL, THEN OPTIONEE'S RIGHT TO PURCHASE THE SHARES SHALL BECOME AUTOMATICALLY VESTED IN THEIR ENTIRETY ON AN ACCELERATED BASIS AND BE FULLY EXERCISABLE AS OF THE DATE IMMEDIATELY PRECEDING ANY SUCH "INVOLUNTARY TERMINATION."
Acceleration on Change of Control. If there is a Parent Change of Control at any time prior to the end of the Earnout Period, as it may be extended pursuant to Section 5.11(b)(v), all Earnout Shares shall be released as of the effective date of the Parent Change of Control to the Stockholder Representative for distribution to the Company Holders in accordance with Section 2.08 without regard to progress toward or achievement of any Earnout Targets.
Acceleration on Change of Control. Upon the occurrence of a Change of Control (as defined in the Plan), all unvested Options then outstanding shall become immediately vested as of the effective date of the Change of Control.
Acceleration on Change of Control. In the event that the Company undergoes a Change of Control (as defined below), then all remaining unvested Option Shares shall vest at the accelerated rate of 1/12 of such shares per month (provided that if there remains less than 12 months worth of vesting, the vesting schedule of the remaining unvested Option Shares shall remain unchanged) immediately following the effective date of the Change of Control; provided that if the Employee is terminated without Cause (as defined below) or the Employee resigns for Good Reason following a Change of Control (as defined below), or the Employee’s employment terminates due to his death or Disability (as defined herein) then 100% of the then unvested Option Shares or other options will become vested and exercisable as of the Employee’s termination date. As a condition to Employee (or his estate) receiving this acceleration benefit, Employee (or his estate) agrees to execute the Company’s standard form of release releasing the Company from any claims relating to the Employee’s employment or termination.
Acceleration on Change of Control. Notwithstanding any other provisions of the Plan to the contrary, if (i) a Change in Control occurs and (ii) within the period beginning as of the effective date of such Change in Control and ending twenty-four (24) months after the effective date of such Change in Control your Continuous Service terminates due to an involuntary termination (not including death or Disability) without Cause or due to a voluntary termination with Good Reason, then, as of the date of termination of your Continuous Service, the vesting and exercisability of your option shall be accelerated in full (and any reacquisition or repurchase rights held by the Company with respect to such option shall lapse in full, as appropriate). For purposes of the above provision regarding "Acceleration Upon a Change in Control only, Good Reason means the occurrence of any of the following events, conditions or actions taken by the Company without Cause and without your consent: (i) a change in your employment responsibilities with the Company which represents a material reduction in your level of responsibility, (ii) a reduction in your level of base salary, or (iii) a relocation of your place of employment by more than fifty (50) miles. Notwithstanding the foregoing, if you have an individual written agreement with the Company or any Affiliate which contains a different definition of Good Reason (or any analogous term), such definition shall supersede the foregoing definition (it being understood, however, that if no definition of Good Reason or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply).
Acceleration on Change of Control. In the event of a Change of Control after the Effective Time, which is not approved by Parent's board of directors, all Contingent Payments remaining to be earned shall be accelerated and payable upon the Change of Control. In the event of any other Change of Control after the Effective Time, Parent shall cause the successor or acquiring entity to assume all of Parent's obligations hereunder, including the obligation to pay Contingent Payments when due. For purposes hereof, "Change of Control" shall mean a change in the ownership or control of Parent and/or the Surviving Corporation, or any successor thereto, effected through any of the following transactions: (i) the acquisition, directly or indirectly, by any person or related group of persons, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of securities possessing more than 50% of the total combined voting power of Parent's outstanding securities through a merger, reorganization, exchange or similar transaction or (ii) the sale, transfer or disposition of all or substantially all of the assets of Parent and/or the Surviving Corporation not including any transfers to affiliated entities.
