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. 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.
3.2. The Optionee agrees not to sale the purchased Shares for the period of [Specify the period] after such exercise of the Option and/or during any another term which will be specified in the Shareholders’ agreement after the Optionee exercises the Option.
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).
(ii) With respect to the Performance Award, in the event of the occurrence of a Change of Control (so long as the Participant remains in Service on the applicable Change of Control Date), all of the unvested Performance Awards shall vest immediately upon the achievement of the applicable Return of Capital Target as set forth in Schedule B, and upon the occurrence of a Change of Control in which the applicable Return of Capital Target set forth in Schedule B is not achieved, all such unvested options shall be cancelled by the Company without consideration and shall be deemed terminated and forfeited without consideration in all respects, or as otherwise determined by the Board.
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 Time Options shall, to the extent not then vested, become immediately fully vested upon a Change of Control, provided you are providing Service on the date of such Change of Control. With respect to the Performance Options, in the event that, upon the occurrence of a Change of Control (so long as you are providing Service on the applicable Change of Control Date), the Change of Control Vesting Targets specified in Schedule B shall have been achieved, all of the unvested Performance Options shall vest, unless otherwise determined by the Board of Directors of the Company. Except as expressly provided herein, no additional shares of Stock will vest after your Service has terminated for any reason. 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 your Service terminates, as described below. Regular Termination If your Service terminates for any reason other than death, Disability or Cause, including voluntary termination for retirement, then the vested portion of your Option will expire at the close of business at Company headquarters on the 30th day after your termination date. Any portion of your Option that is not exercisable at the time of your termination date shall immediately terminate.
Accelerated Vesting Upon Change of Control. In the event of a Change of Control, all unvested equity interests held by you shall immediately vest. In connection with stock options, such vested options shall be eligible for exercise until the earlier of a) the expiration date of the grant or b) the expiration of 90 days following the Termination Date.
Accelerated Vesting Upon Change of Control. In the event of a Change of Control and upon termination without cause or resignation for good reason:
(i) All of the Time-Based RSUs, to the extent not then-vested, will immediately vest as of the date of such Change of Control.
(ii) A number of Performance-Based RSUs will immediately vest in an amount equal to the greater of (A) the number of Performance-Based RSUs that would vest assuming achievement of performance goals at the target level of performance as set forth on Schedule A hereto, or (B) the number of Performance-Based RSUs that would otherwise vest based on actual performance measured immediately prior to the Change of Control, as determined by the Committee in accordance with Schedule A hereto. Upon such Change of Control, any Performance-Based RSUs awarded above the amount that becomes vested pursuant to this Section 3(c) will be forfeited to the Company without payment of any consideration therefor.
Accelerated Vesting Upon Change of Control. Upon a Change in Control (as ------------------------------------------ defined in Annex A hereto), all of the total shares of restricted stock granted to EXECUTIVE under paragraph 3(e) above that have not yet vested as of the effective date of such Change in Control shall vest on the effective date of the Change in Control.
