Acceleration of TARSAP Options Sample Clauses

Acceleration of TARSAP Options. Notwithstanding the foregoing, if on and after the publication of each written determination by the Board of Directors of the Company (the "BOARD") or a committee thereof which is authorized to do so that the Company has met at least ninety percent (90%) of its objective for EBITDA (as defined below) (100% of the Company's objective referred to herein as the "PERFORMANCE GOALS") with respect to any fiscal year commencing with the fiscal year ending December 31, 1999 and continuing for each of the four fiscal years thereafter (which Performance Goals are set forth on ANNEX I attached hereto), then (subject to the other restrictions in the Plan and this Agreement), Optionee shall acquire the vested right to exercise the TARSAP Options to purchase ten percent (10%) of the TARSAP Shares, and for each additional one percent (1%) achievement over ninety percent (90%) of the Performance Goals for any such fiscal year, as so determined, Optionee shall acquire the vested right to exercise the TARSAP Options to purchase an additional one percent (1%) of the TARSAP Shares, but no more than twenty percent (20%) of the TARSAP Shares in respect of each full fiscal year. Additionally, on and after publication of a written determination by the Board or a committee thereof which is authorized to do so that the Company has met at least eighty seven and one-half percent (87.5 %) of its Performance Goals for the fiscal year ending December 31, 2003 and
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Acceleration of TARSAP Options. Notwithstanding the foregoing, if on and after the publication of each written determination by the Board of Directors of the Company (the "Board") or a committee thereof which is authorized to do so that the Company has met at least ninety percent (90%) of its objective for EBITDA (as defined below) (100% of the Company's objective referred to herein as the "Performance Goals") with respect to any fiscal year commencing with the fiscal year ending December 31, 1999 and continuing for each of the four fiscal years thereafter (which Performance Goals are set forth on Annex I attached hereto), then (subject to the other restrictions in the Plan
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Acceleration of TARSAP Options. Notwithstanding the foregoing, if on and after the publication of each written determination by the Board of Directors of the Company (the "BOARD") or a committee thereof which is authorized to do so that the Company has met at least ninety percent (90%) of its objective for EBITDA (as defined below) (100% of the Company's objective referred to herein as the "PERFORMANCE GOALS") with respect to any fiscal year commencing with the fiscal year ending December 31, 1999 and continuing for each of the four fiscal years thereafter (which Performance Goals are set forth on ANNEX I attached hereto), then (subject to the other restrictions in the Plan and this Agreement), Optionee shall acquire the vested right to exercise the TARSAP Options to purchase ten percent (10%) of the TARSAP Shares, and for each additional one percent (1%) achievement over ninety percent (90%) of the
Sample 1
Acceleration of TARSAP Options. Notwithstanding the foregoing, if on and after the publication of each written determination by the Board of Directors of the Company (the "Board") or a committee thereof which is authorized to do so that the Company has met at least ninety percent (90%) of its objective for EBITDA (as defined below) (100% of the Company's objective referred to herein as the "Performance Goals") with respect to any fiscal year commencing with the fiscal year ending December 31, 1999 and continuing for each of the four fiscal years thereafter (which Performance Goals are set forth on Annex I attached hereto), then (subject to the other restrictions in the Plan and this Agreement), Optionee shall acquire the vested right to exercise the TARSAP Options to purchase ten percent (10%) of the TARSAP Shares, and for each additional one percent (1%) achievement over ninety percent (90%) of the Performance Goals for any such fiscal year, as so determined, Optionee shall acquire the
Sample 1
Acceleration of TARSAP Options. Set forth on ANNEX I hereto are the Company's performance objectives (referred to herein as the "PERFORMANCE GOALS") for the fiscal years ending _________________ through _________________, inclusive. The two Performance Goals for each fiscal year reflect the EBITDA (as defined below) goals for such fiscal year and are referred to as the "BANK PLAN PERFORMANCE GOALS" and the "GROWTH PLAN PERFORMANCE GOALS." Notwithstanding the foregoing subsection (b)(i), if on and after the publication of each written determination by the Board of Directors of the Company (the "BOARD") or a committee thereof which is authorized to do so that the Company has met at least ____________ percent of its objective for EBITDA under the Bank Plan Performance Goals with respect to any fiscal year commencing with the fiscal year ending _________________ and continuing for each of the _______ fiscal years thereafter, then (subject to the other restrictions in the Plan and this Agreement), Optionee shall acquire the vested right to exercise the TARSAP Options to purchase _________________ _________________ percent of the TARSAP Shares, and for each achievement for any such fiscal year of incremental EBITDA in excess of the Bank Plan Performance Goal representing _________ percent of the difference between the Bank Plan Performance Goals and the Growth Plan Performance Goals, as so determined, Optionee shall acquire the vested right to exercise the TARSAP Options to purchase an additional _________________ percent of the TARSAP Shares, but no more than an aggregate of ______________ percent of the TARSAP Shares in respect of each full fiscal year. In addition, on and after publication of
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Related to Acceleration of TARSAP Options

  • Acceleration of Options One hundred (100%) percent of the Executive’s outstanding, unvested options, restricted stock and/or equity awards (“Equity Awards”) shall, immediately prior to the consummation of the Change in Control, become fully and immediately vested to the extent not already so provided under the terms of such Equity Awards; provided, however, that if the acquirer in a Change in Control grants Equity Awards having (in the reasonable opinion of the Board) a value at least equal to the value of Executive’s then-unvested Company Equity Awards, then 50% of the Executive’s outstanding, unvested Company Equity Awards shall become fully and immediately vested immediately prior to the consummation of the Change in Control (and the remaining 50% shall terminate upon the consummation of the Change in Control). Notwithstanding any provisions of the stock option plan or stock option agreement pursuant to which any stock options subject to the preceding sentence were granted, the Executive shall be entitled to exercise such Equity Awards until three years from the date of termination of employment or the expiration of the stated period of the Equity Award, whichever period is the shorter.

  • Acceleration of Exercisability In the event of the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company's assets or eighty percent (80%) or more of the Company's then outstanding voting stock, or the liquidation or dissolution of the Company, the Board may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3.3(vi), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3.3 prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation or a parent or subsidiary of such corporation. The Board may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in clause (ii) above.

  • Acceleration of Vesting Notwithstanding any provision of the Plan or this Agreement to the contrary, in the event of a Change in Control prior to the date that the Option is fully vested and exercisable, the Option shall become immediately vested and exercisable with respect to 100% of the Shares in each remaining vesting tranche. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the Shares of Common Stock received.

  • Acceleration of Equity Awards All: (i) outstanding and unvested options to purchase Common Stock granted to Executive under any equity plan of the Company, (ii) unvested shares of restricted Common Stock awarded to the Executive under any equity plan of the Company, and (iii) other equity and equity equivalent awards then held by the Executive, shall be accelerated in full, and thereafter all such options, shares of restricted Common Stock and other equity awards shall be immediately vested and exercisable for such period of time as provided for by the specific agreements governing each such award, upon Executive’s termination pursuant to Sections 11(b), (c), (e) or (f) hereof.

  • Acceleration Termination of Facilities Declare the principal of and interest on the Loans, the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (other than any Hedging Agreement) (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and all other Obligations (other than Obligations owing under any Hedging Agreement), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j) with respect to the Credit Parties, the Credit Facility shall be automatically terminated and all Obligations (other than obligations owing under any Hedging Agreement) shall automatically become due and payable.

  • Special Acceleration of Option (a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation 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 Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • Termination of Options The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee’s Separation, all Options that are exercisable at the time of (or become exercisable after) such Change in Control will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2020 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the date of Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2020, or (ii) the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

  • Acceleration, Etc Upon the occurrence of any Event of Default described in the foregoing Section 10.1(e) or 10.1(f), the Loan shall automatically and immediately terminate and the unpaid principal amount of and any and all accrued interest on the Loan shall automatically become immediately due and payable, with all additional interest from time to time accrued thereon and without presentment, demand or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate or notice of acceleration), all of which are hereby expressly waived by Borrower, and the obligations of Lender to make any further disbursement of the Loan shall thereupon terminate; and upon the occurrence and during the continuance of any other Event of Default, Lender may, by written notice to Borrower, (i) declare that the Loan is terminated, whereupon the Loan and the obligation of Lender to make any further disbursement of the Loan shall immediately terminate, and/or (ii) declare the unpaid principal amount of, any and all accrued and unpaid interest on the Loan and all of the other Obligations to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without presentment, demand, or protest or other requirements of any kind (including without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Borrower. Without limiting Lender’s authority hereunder, on or after the Maturity Date, Lender may exercise any or all rights and remedies under the Loan Documents or applicable law, including, without limitation, foreclosure upon the Property or any additional collateral.

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