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. 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. 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. 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. Except as set forth on Schedule 3.17(e) of the Disclosure Schedule or otherwise expressly contemplated hereunder, neither the execution of this Agreement nor the consummation of the Transaction will cause or result in (either alone or in combination with another event): (i) Liability of either Scout Group Member to or with respect to any or its current or former employees, directors or other service providers 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 of the Plans.
Acceleration and Vesting. The benefit set forth in Section 3 of the Agreement is hereby immediately accelerated, the conditions in connection with same are hereby waived and Executive is hereby fully vested in such benefit, payable to Executive pursuant to the terms of Section 3 of the Agreement upon Executive’s attainment of age 65 (the “Vested Benefit”).
Acceleration and Vesting. Except as set forth in a list that has been previously provided or made available by the Company to the Purchaser, neither the execution of this Agreement nor the consummation of the Transactions will (either alone or in connection with the termination of employment or service of any officer, employee, director, independent contractor or consultant following, or in connection with the Transactions) (i) entitle any current or former employee, independent contractor or consultant of the Company or any Subsidiary to severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement or (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation pursuant to, any of the Plans. Except as set forth in a list that has been previously provided or made available by the Company to the Purchaser, none of the Plans in effect immediately prior to the Closing would result separately or in the aggregate (including, without limitation, as a result of this Agreement or the Transactions) in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code.
