Acceleration of Vesting Upon a Change of Control Sample Clauses

Acceleration of Vesting Upon a Change of Control. Upon a Change of Control of the Company:
AutoNDA by SimpleDocs
Acceleration of Vesting Upon a Change of Control. Upon the occurrence of Qualifying Termination during any Change of Control Period, any outstanding equity awards held by the Executive will become fully vested and exercisable or free from forfeiture or transfer restrictions as of the effective date of the Qualifying Termination (provided that if such Qualifying Termination precedes the Change of Control, such accelerated vesting shall occur on the effective date of the Change of Control).
Acceleration of Vesting Upon a Change of Control. In the event of a Change of Control, Executive shall be entitled to the following benefit:
Acceleration of Vesting Upon a Change of Control. Upon a Change of Control (as defined in the Grantee’s Employment Agreement; or, if such agreement has no such definition, then as defined in the Plan), the Shares shall fully vest and all restrictions and limitations on the Shares shall lapse.
Acceleration of Vesting Upon a Change of Control. Notwithstanding the provisions of Section 1.3, in the event of a “Sale Event” (as defined in the Plan) while the Holder is a member of the Board of Directors of the Company, the vesting of the Shares shall accelerate and all Shares shall be vested simultaneously with such Sale Event.
Acceleration of Vesting Upon a Change of Control. In the event there occurs a Change of Control of the Company (as hereafter defined) all Shares subject to the Option shall vest and become exercisable upon the effective date of any such Change of Control. For purposes of this Option Agreement, “Change of Control” shall be defined as the occurrence of any of the following: (i) the consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation but not including any public offering) in one or a series of related transactions of all or substantially all of the assets of the Company taken as a whole to any person (a “Person”) or group of Persons acting together (a “Group”) (other than any of the Company’s wholly-owned subsidiaries or any Company employee pension or benefits plan), (ii) the adoption of a plan relating to the liquidation or dissolution of the Company, (iii) the consummation of any transactions (including any stock or other purchase, sale, acquisition, disposition, merger, consolidation or reorganization, but not including any public offering) the result of which is that any Person or Group (other than any of the Company’s wholly-owned subsidiaries or any Company employee pension or benefits plan), becomes the beneficial owner of more than 40 percent of the aggregate voting power of all classes of stock of the Company having the right to elect directors under ordinary circumstances; or (iv) the first day on which a majority of the members of the board of directors of the Company (the “Board”) are not individuals who were nominated for election or elected to the Board with the approval of two-thirds of the members of the Board just prior to the time of such nomination or election.
Acceleration of Vesting Upon a Change of Control. Notwithstanding the foregoing, if during the Vesting Period there is an Acceleration Event (as defined in the Merger Agreement) , then immediately prior to the consummation of the applicable Change of Control (as defined in the Merger Agreement), all Vesting Shares that were eligible to vest pursuant to paragraph 7(d)(i) and remain unvested, if any, shall vest on the day immediately preceding the closing of such Change of Control. To the extent the consideration paid for each share of Common Stock in such Change of Control includes contingent consideration or property other than cash, Acquiror’s board of directors shall determine, in good faith, the value of the purchase consideration paid for each share of Common Stock in such Acquiror Sale and any equitable adjustment required in respect of any unvested Vesting Shares. For the avoidance of doubt, following a transaction or business combination that is not a “Change of Control,” including a transaction or business combination in which the equity securities of the surviving entity of such business combination or other transaction are registered under the Exchange Act and listed or quoted for trading on a national securities exchange, the equitable adjustment provisions of paragraph 17 shall apply, including, without limitation, to the performance vesting criteria set forth in paragraph 7(d)(i).
AutoNDA by SimpleDocs
Acceleration of Vesting Upon a Change of Control. In the event there occurs a Change in Control of the Company (as hereafter defined) fifty percent (50%) of all Shares subject to the Option shall vest and become exercisable upon the effective date of any such Change in Control. For purposes of this Option Agreement, "Change in Control" shall be defined as:
Acceleration of Vesting Upon a Change of Control. Upon the occurrence of Qualifying Termination during any Change of Control Period, any options to purchase shares of the Company’s Common Stock at the then fair market value of such shares, including any option granted pursuant to this Agreement, (the “Options”) that have been granted or that will be granted to the Executive pursuant to the Company’s standard form of notice of stock option grant under the Company’s 2011 Stock Option/Stock Issuance Plan or any successor plan(s) (the “Option Plan”) will become fully vested as of the effective date of such Change of Control, or, if not fully vested as provided in this paragraph, Company shall pay to Executive an amount equivalent to the value such options would have had as of the effective date of such Change of Control had they become fully vested as provided in this paragraph.
Acceleration of Vesting Upon a Change of Control. Section 2, VESTING, FORFEITURE AND TRANSFER RESTRICTIONS, is hereby amended to add the following at the end of the existing Section 2: “Notwithstanding anything contained herein to the contrary, all Unvested Shares shall become Vested Shares upon a “Change of Control.” For the purpose of this Agreement, a “Change of Control” shall be deemed to have occurred:
Time is Money Join Law Insider Premium to draft better contracts faster.