Impact of Change in Control. If a Change in Control (as defined in the Plan) of the Company occurs, this Option will become immediately exercisable in full and will remain exercisable until the Time of Termination, regardless of whether the Optionee remains in the employ or service of the Company or any Subsidiary. In addition, if a Change in Control of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of such Option Shares immediately prior to the effective date of such Change in Control of the Company over the option exercise price per share of this Option.
Impact of Change in Control. If a Change in Control of the Company occurs whereby the acquiring entity or successor to the Company does not assume this Option or replace it with a substantially equivalent incentive award, then, as of the date of the Change of Control, this Option will vest as to all shares and become immediately exercisable in full and will remain exercisable until the Time of Termination, regardless of whether the Optionee remains in the employ of the Company or any Subsidiary. In addition, if a change in control occurs, the Committee, in its sole discretion and without consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, cash in the amount of the excess of the Fair Market Value (as defined in the Plan) of those Option Shares immediately before the effective date of the Change in Control over the per share exercise price of this Option.
Impact of Change in Control. (i) If Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason within three months prior to, or within 12 months following, the consummation of a Change in Control of the Company, Executive shall be entitled to receive the Accrued Compensation and the additional payments and benefits set forth in Section 5(c) hereof on the same terms and conditions, including the execution and effectiveness of the Release by the Release Deadline, provided that all Equity Awards subject to time-based vesting then held by Executive shall vest with respect to 100% of the shares underlying such Equity Awards with such additional acceleration effective on the Release Deadline following the later of such termination or the consummation of the Change in Control.
Impact of Change in Control. In the event that a Change in Control occurs prior to the termination of the Optionee’s employment with the Company, this Section 16 shall be void and of no further force and effect from and after the Change in Control.
Impact of Change in Control. The terms of this Agreement are subject to adjustment by the Committee in accordance with Article X of the Plan.
Impact of Change in Control. In the event of a "Change in Control" of the Company, as defined in Section 6.2, (i) the Company will cause all cash benefits due under this Agreement to be secured by an irrevocable trust for the benefit of the Executive, the assets of which will be subject to the claims of the Company's creditors, and will transfer to such trust cash and other property adequate to satisfy all of the expenses of the trust for at least five years after the Change in Control and any of the Company's actual and potential cash obligations under this Agreement, (ii) if the Executive's employment is involuntarily terminated without Cause after the Change in Control, (A) the covenants of Sections 9.1 and 10 will be inapplicable to the Executive, and (B) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (iii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following:
Impact of Change in Control. In the event of a "Change in Control" of the Company, as defined in Section 6.2, (i) if the Executive's employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (a) the covenants of Sections 9.1, 9.3 and 10 will be inapplicable to the Executive, and (b) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (ii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i):
Impact of Change in Control. (i) If a Change in Control Event of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, as of the effective date of any such Change in Control Event of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of such Option Shares as determined by taking into account such Change in Control Event of the Company over the option exercise price per share of the Option.
Impact of Change in Control. If any events constituting a Change in Control (as defined in the Plan) of the Company occur, and (i) the Company terminates the Grantee’s employment for any reason other than the Grantee’s death or Cause, or the Grantee terminates his or her employment with the Company for Good Reason, and (ii) such termination occurs either within the period beginning on the date of a Change in Control and ending on the last day of the 24th month that begins after the month during which the Change in Control occurs or prior to a Change in Control if the Grantee’s termination was either a condition of the Change in Control or was at the request or insistence of a person related to the Change in Control, then this Award will become immediately vested in full and the Grantee will automatically receive settlement or credit under Article 3 in cash for each Award Unit in an amount equal to the Fair Market Value (as defined in the Plan) of the Company’s Common Shares immediately prior to the effective date of such Change in Control of the Company.
Impact of Change in Control. If a Change in Control (as defined in the Plan) of the Company occurs, then the Restrictions applicable to the Award Shares that have been outstanding will become immediately fully vested and non-forfeitable, subject to Section 14.4 of the Plan.
