Accelerated Vesting Upon Change of Control. Notwithstanding anything herein to the contrary, upon the occurrence of a Change of Control, the vesting of all of the Option Shares shall immediately be accelerated and all such shares shall be deemed to be fully vested and exercisable.
Accelerated Vesting Upon Change of Control. Upon the occurrence of a Change of Control, all then-unvested Restricted Shares shall immediately vest in full, so long as the Participant’s Service has not been terminated before the date of the consummation of the Change of Control. For the purposes of this Agreement, a “Change of Control” shall be deemed to occur upon the consummation of any of the following events: (a) any person or persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (other than the Company or any subsidiary of the Company) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at least 25% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of the Board; (b) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for this purpose, a “Current Director” shall mean any member of the Board as of the date hereof and any successor of a Current Director whose election, or nomination for election by the Company’s shareholders, was approved by at least a majority of the Current Directors then on the Board); (c) (i) the complete liquidation of the Company or (ii) the merger or consolidation of the Company, other than a merger or consolidation in which (x) the holders of the common stock of the Company immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the common stock of the continuing or surviving corporation immediately after such consolidation or merger or (y) the Board immediately prior to the merger or consolidation would, immediately after the merger or consolidation, constitute a majority of the board of directors of the continuing or surviving corporation, which liquidation, merger or consolidation has been approved by the shareholders of the Company; or (d) the sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the assets of the Company pursuant to an agreement (or agreements) which has (have) been approved by the shareholders of the Company.
Accelerated Vesting Upon Change of Control. (i) The Time Award shall, to the extent not then vested, become immediately fully vested upon the occurrence of a Change in Control (so long as the Participant remains in Service on the applicable Change of Control Date).
Accelerated Vesting Upon Change of Control. 3.1. The Option, granted by this Agreement becomes fully vested if the Company is subject to the Change of control (in case the term of Vesting period has not expired at the moment of the Change of control) before the end of Vesting period. In case of the Change of control, the Company shall notify the Optionee in writing about that fact, as soon as the Change of control is officially acknowledged by the Company. The Optionee is entitled to exercise the Option and purchase the shares, regardless the terms of Vesting period, which had been expired at the moment of such notification. Such exercise of the Option shall be conducted during the term, specified in the Company’s written notice, but in any case this term shall be no less than one month. In case the Option is not exercised during that period, the Optionee loses all his rights to the granted Option and this Agreement is considered as terminated. The rule about the [Specify the term] term for the Shares purchase, specified in the clause 2.3., does not apply in case of the Change of control.
Accelerated Vesting Upon Change of Control. Notwithstanding Section 2(b)(1) above, upon a Change of Control the RSUs shall vest in full as of the date of such Change of Control. “Change of Control” is defined in Annex 1 attached hereto.
Accelerated Vesting Upon Change of Control. In the event of any (i) consolidation or merger of the Company with or into another company where the Company is not the survivor and the directors of the Company immediately prior to the consolidation or merger do not constitute a majority of the board of directors subsequent to the consolidation or merger, or (ii) conveyance of all or substantially all of the assets of the Company to another company, (such consolidation, merger or conveyance of assets a “Change in Control”) each then outstanding Option (x) shall, immediately prior to the effective date of the Change in Control, become fully exercisable, provided that no acceleration of exercisability shall occur with respect to an outstanding Option if and to the extent such Option is, in connection with the Change in Control, to be assumed or otherwise continued in full force or effect by the successor entity (or parent thereof) pursuant to the terms of the Change in Control transaction, and (y) shall upon exercise thereafter entitle the holder thereof to such number of shares of Common Stock or other securities or property to which a holder of shares of Common Stock of the Company would have been entitled upon such Change in Control.
Accelerated Vesting Upon Change of Control. The Option shall, to the extent not then fully vested, become immediately fully vested upon a Change of Control (but not an IPO), provided you are providing Service on the date of such Change of Control. Term Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your Option will expire earlier if a Change of Control (but not an IPO) occurs or if your Service terminates, as described below.
Accelerated Vesting Upon Change of Control. In the event of a Change of Control while the Grantee is serving as a Non-Employee Director, all of the RSUs, to the extent not then-vested, will immediately vest as of the date of such Change of Control.
Accelerated Vesting Upon Change of Control. A “Change of Control” is defined as the occurrence of one or more of the following events:
Accelerated Vesting Upon Change of Control. In the event of a Change of Control, the Restricted Performance Stock will immediately vest in the greater of (A) the target number of shares awarded as set forth on Schedule A or (B) the number of shares that would vest based on actual performance measured immediately prior to the Change of Control (and extrapolated to the end of the Performance Period taking into account the length of the shortened performance period in comparison to the original one year period). The number of shares awarded above the amount that becomes vested pursuant to clause (A) or (B) will be forfeited.
