Acceleration of Option. Notwithstanding any other provision of this Agreement to the contrary, the Option granted hereby shall become immediately exercisable upon the occurrence of a Change in Control (as hereinafter defined) of the Corporation if Optionee is an employee of the Corporation or any of its subsidiaries on the date of the consummation of such Change in Control. For purposes of this Section 4.2, a “Change in Control” means the occurrence of any of the following events:
(i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the combined voting power of the then-outstanding Voting Stock of the Corporation; provided, however, that:
(1) for purposes of this paragraph (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition of Voting Stock of the Corporation directly from the Corporation that is approved by a majority of the Incumbent Directors, (B) any acquisition of Voting Stock of the Corporation by the Corporation or any subsidiary of the Corporation, (C) any acquisition of Voting Stock of the Corporation by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any subsidiary of the Corporation, and (D) any acquisition of Voting Stock of the Corporation by any Person pursuant to a Business Transaction that complies with clauses (A), (B) and (C) of subparagraph (i)(3) below;
(2) if any Person is or becomes the beneficial owner of 20% or more of combined voting power of the then-outstanding Voting Stock of the Corporation as a result of a transaction described in clause (A) of subparagraph (i)(1) above and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Corporation representing 1% or more of the then-outstanding Voting Stock of the Corporation, other than in an acquisition directly from the Corporation that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Corporation in which all holders of Voting Stock are treated equally, such subsequent acquisition shall be treated as a Change in Control;
(3) a Change in Control will not be deemed to have occurred if a Person is or becomes the beneficial owner of 20% or...
Acceleration of Option. Notwithstanding Section 3, but subject to earlier termination, the Option granted hereby shall become immediately exercisable in full in the event of a Change of Control.
Acceleration of Option. The Option shall become fully exercisable ---------------------- immediately prior to a Change in Control. A Change in Control shall mean the following: a reorganization, merger (not including a merger to effectuate a reincorporation of the Company) or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Plan are exchanged for or converted into cash, property and/or securities not issued by the Company.
Acceleration of Option. This Option may be exercised in full (notwithstanding the Exercise Schedule) if the Optionee becomes totally and permanently disabled (as defined in Code section 22(e)(3)) while employed with the Company or an Affiliate.
Acceleration of Option. The Option granted hereby shall become immediately exercisable upon the occurrence of a Change of Control if Optionee is an employee of the Company or any Subsidiary on the date of the consummation of such Change of Control.
Acceleration of Option. This Option may be exercised in full, regardless of whether such exercise occurs prior to a date on which this Option would otherwise vest, upon termination of the Optionee’s employment with the Company and any parent or subsidiary thereof due to the death or Disability of the Optionee; provided that the Optionee has been continuously employed by the Company or a parent or subsidiary thereof between the date of this Agreement and the date of such death or Disability.
Acceleration of Option. (a) In the event of (i) any Corporate Transaction where neither MTG or Alfa is party to the merger or the asset sale, (ii) any Corporate Transaction where MTG or Alfa is a party to the merger or the asset sale but the successor corporation in such transaction (or the parent thereof) does not assume this option or replace this option with a cash incentive program which provides Optionee with an economic benefit substantially similar to this option or (iii) a Change in Control where a party other than MTG or Alfa achieves control of a majority of the voting power of the Company’s then outstanding capital stock through direct and/or indirect beneficial ownership, the exercisability of this option, to the extent this option is not otherwise fully exercisable, shall automatically accelerate in full so that this option shall, immediately prior to the effective date of such Corporate Transaction or upon the Change in Control, become fully exercisable for all the Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock.
(b) In connection with any Corporate Transaction where the exercisability of this option automatically accelerates in full, this option shall be exercised prior to or in connection with the closing of such Corporate Transaction and, to the extent that this option is not so exercised, it shall terminate and cease to be outstanding immediately following the closing of such Corporate Transaction. Without limiting the generality of Section 5, a Change in Control that is not also a Corporate Transaction shall not effect the term of the option.
(c) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
Acceleration of Option. In the event of a Change of Control, the Option granted hereby shall become immediately exercisable in full. For purposes of this Agreement, "Change of Control" means the occurrence of any of the following events:
Acceleration of Option. The Option granted hereby shall become immediately exercisable in full in the event of (i) a Change of Control, (ii) the Optionee's retirement at or after age 65, (iii) the death of the Optionee if such death occurs while the Optionee is employed by the Company or any Subsidiary or (iv) the Optionee's permanent and total disability if the Optionee becomes permanently and totally disabled while an employee of the Company or any Subsidiary.
Acceleration of Option. In the event that the COMPANY or its shareholders enter into one or more agreements to dispose of all or substantially all of the assets or fifty percent (50%) or more of the outstanding capital stock of the COMPANY by means of sale (whether as a result of a tender offer or otherwise), merger, reorganization or liquidation in one or a series of related transactions (each, an "ACCELERATION EVENT"), then the OPTION shall become exercisable during the fifteen (15) days immediately prior to the scheduled consummation of the ACCELERATION EVENT with respect to the full number of COMMON SHARES subject to the OPTION. Upon consummation of the ACCELERATION EVENT, the OPTION, whether or not accelerated, will terminate and cease to be exercisable, unless assumed by the successor corporation or parent thereof.
