Acceleration and Vesting. In the event of (x) a Change in Control (defined below) or (y) termination of Executive’s employment without Cause (defined below), the Share Awards will immediately and fully vest one (1) business day prior to either the date of a Change in Control or the date of termination without Cause.
Acceleration and Vesting. Except as set forth on Section 3.17(e) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (i) entitle any employees of the Company, any Subsidiary or any Group Company to material severance pay or any material increase in severance pay upon any termination of employment after the date of this Agreement, (ii) with respect to employees of the Company, any Subsidiary or any Group Company, accelerate the time of payment or vesting or trigger any material payment or funding of compensation or benefits under, or materially increase the amount payable or trigger any other material obligation pursuant to, any of the Seller Plans, or (iii) limit or restrict the right of the Company, any Subsidiary or any Group Company, or, after the consummation of the transactions contemplated hereby, the Purchaser, to merge, amend or terminate any of the Seller Plans.
Acceleration and Vesting. Except as set forth on Section 4.16(e) of the Purchaser Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (i) entitle any employees of the Purchaser or any Purchaser Subsidiary to material severance pay or any material increase in severance pay upon any termination of employment after the date of this Agreement, (ii) accelerate the time of payment or vesting or trigger any material payment or funding of compensation or benefits under, or materially increase the amount payable or trigger any other material obligation pursuant to, any of the Purchaser Plans, or (iii) limit or restrict the right of the Purchaser or any Purchaser Subsidiary to merge, amend or terminate any of the Purchaser Plans.
Acceleration and Vesting. Except as set forth in Section 4.6(b) of the Disclosure Schedule, the consummation of the Transaction contemplated by this Agreement will not (i) entitle any Employees to severance pay, (ii) accelerate the time of payment or vesting or trigger any payment of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of PEO Compensation or Benefit Plans as in effect as of the date hereof or (iii) result in any breach or violation of, or a default under, any of the PEO Compensation and Benefit Plans.
Acceleration and Vesting. Pursuant to the plan administrator’s authority under SBI’s 1998 Stock Option Plan (the “SBI Option Plan”) and/or applicable SBI Option Agreements, as soon as practicable following the date of this Agreement, SBI’s Board of Directors or any committee administering the SBI Option Plan will adopt such resolutions or take such other actions as may be required or appropriate in the sole discretion of SBI to provide that, immediately prior to the Effective Time, each unexercised and outstanding SBI Option will fully vest and become exercisable.
Acceleration and Vesting. Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will cause or result in (either alone or in combination with another event) (i) payment obligation (now or in the future) to any current or former employee, officer, director or consultant of Scandic; or (ii) the acceleration of the timing of payment or vesting in or triggering of any material payment or funding of compensation or benefits under, or a material increase in the amount payable or triggering any other obligation pursuant to, any Company Plan.
Acceleration and Vesting. As soon as practicable following the date of this Agreement, the Board of Directors or any committee administering the Razorfish Option Plans will adopt such resolutions or take such other actions as may be required or appropriate in the sole discretion of Razorfish to provide that, immediately prior to the earlier to occur of (a) the Consummation of the Offer provided that more than 80% of the Razorfish Shares have been validly tendered and not withdrawn prior to the final expiration of the Offer and (b) the Effective Time, each unexercised and outstanding option to purchase Razorfish Shares under any Razorfish Option Plan (individually a "Razorfish Option" and collectively the "Razorfish Options") will fully vest and become exercisable.
Acceleration and Vesting. As soon as practicable following the date of this Agreement, the Board of Directors or any committee administering the Razorfish Option Plans will adopt such resolutions or take such other actions as may be required or appropriate in the sole discretion of Razorfish to provide that, immediately prior to the earlier to occur of (a) the Consummation of the Offer provided that more than 80% of the Razorfish Shares have been validly tendered and not 39 of 57 CUSIP No. 755236 20 5 ----------- withdrawn prior to the final expiration of the Offer and (b) the Effective Time, each unexercised and outstanding option to purchase Razorfish Shares under any Razorfish Option Plan (individually a "Razorfish Option" and collectively the "Razorfish Options") will fully vest and become exercisable.
Acceleration and Vesting. Except as set forth on Schedule 5.17(f), neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will cause or result in (either alone or in combination with another event) (i) material liability to any current or former employee of the Company or any of its Subsidiaries for any payments or (ii) the acceleration of the timing of payment or vesting in or triggering of any material payment or funding of compensation or benefits under, or a material increase in the amount payable or triggering any other obligation pursuant to, any Company Plan. Neither the Company nor any of its Subsidiaries have a policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment.
Acceleration and Vesting. Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (i) result in any payment or benefit becoming due or payable to any current or former employee, director or individual independent contractor of any SGA Company; (ii) materially increase the amount or value of any benefit or compensation due to any such current or former employee, director or independent contractor under any Plan; (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation under any Plan, (iv) require any SGA Company to make any payment that would constitute or result in, separately or in the aggregate, an “excess parachute payment” for purposes of Sections 280G and 4999 of the Code, or (v) require a “gross-up” as compensation for any Tax liability to any “disqualified individual” within the meaning of Section 280G of the Code.
