Acceleration of Vesting Upon Change of Control. Upon a Change of Control all Restricted Periods shall terminate and all outstanding shares of Restricted Stock shall be vested in full and all limitations on such Restricted Stock set forth in this Agreement shall automatically lapse.
Acceleration of Vesting Upon Change of Control. Notwithstanding the provisions of Sections 3(a) and 3(b) above, in the event the Company undergoes a "change of control" as defined below, and provided that Optionee is employed by the Company on such date, then all non-vested Optioned Shares shall immediately vest and Optionee shall have the right to exercise this Option for the full amount of Optioned Shares, less any previously exercised shares. For purposes of this Option, a change of control shall mean any of the following events:
(i) a merger of consolidation to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation;
(ii) the acquisition or holding of direct or indirect beneficial ownership (as defined under Rule 13d-3 of the Exchange Act) of securities of the Company representing in the aggregate 30% or more of the total combined voting power of the Company's then issued and outstanding voting securities by any person, entity or group of associated persons or entities acting in concert, other than any employee benefit plan of the Company or of any subsidiary of the Company, or any entity holding such securities for or pursuant to the terms of any such plan;
(iii) the sale of all or substantially all of the assets of the Company to any person or entity that is not a wholly-owned subsidiary of the Company; or
(iv) the approval by the stockholders of the Company of any plan or proposal for the liquidation of the Company or its material subsidiaries, other than into the Company. Notwithstanding the foregoing, no "change of control" shall be deemed to occur in connection with the Company's acquisition of Voyager Gas Corporation.
Acceleration of Vesting Upon Change of Control. (a) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is in Connection with a Change of Control, then, subject to Section 8, (x) all of such Executive’s unvested options granted from and after the date the Merger is consummated will become fully vested and exercisable as of the date of such termination of employment and remain exercisable for the time period otherwise applicable to such options following such termination of employment pursuant to the applicable option plan and option agreement and (y) all provisions regarding forfeiture, restrictions on transfer, and the Company’s or SunPower’s (as applicable) rights of repurchase, in each case otherwise applicable to shares of restricted stock held by such Executive and granted from and after the date the Merger is consummated, shall lapse as of the effective date of such termination of employment.
Acceleration of Vesting Upon Change of Control. Notwithstanding Section 2 hereof, in the event of a Change in Control (as defined below) of the Company while this RSU is in effect, this RSU shall, immediately prior to the consummation of such Change in Control, become fully vested and all shares subject to this RSU shall be delivered to the Participant; provided, however, that the Board, in its sole discretion, may require that the Participant’s rights under this Section 3 shall be conditioned on approval by the stockholders of the Company in accordance with Section 280G(b)5(B) of the Code and regulations thereunder. For purposes of this Agreement, a “Change in Control” means the occurrence of any of the following events:
(a) The Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such surviving, resulting or reorganized corporation or person immediately after such transaction is held in the aggregate by the holders of the then-outstanding securities entitled to vote generally in the election of directors of the Company ("Voting Stock") immediately prior to such transaction;
(b) The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person, and as a result of such sale or transfer less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer;
(c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), disclosing that any "person" (as such term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the "beneficial owner" (as such term is used in Rule 13d-3 under the Exchange Act) of securities representing 50% or more of the Voting Stock of the Company;
(d) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has occurred; or
(e) If during any period of...
Acceleration of Vesting Upon Change of Control. (select one) In the event of a Change of Control, the Option shall become fully exercisable and vested to the full extent of the original grant. A Change of Control shall not affect the exercisability or vesting of the Option.
Acceleration of Vesting Upon Change of Control. Subject to the terms of the Plan, in the event a Change of Control that occurs prior to Employee’s Termination of Service, one hundred percent (100%) of any unvested Shares awarded by this Agreement shall immediately vest.
Acceleration of Vesting Upon Change of Control. Notwithstanding Sections 3(a) and 3(b), in the event of a Change in Control (as defined in the Company’s Amended and Restated Executive Change in Control Plan) of the Company while this Award is in effect, this Award shall, immediately prior to the consummation of such Change in Control, become fully vested and all shares subject to the RSUs shall be delivered to the Recipient.]
Acceleration of Vesting Upon Change of Control. Notwithstanding anything to the contrary herein, in the event that a Change of Control (as hereinafter defined) has occurred with respect to the Company at least six months after the Award Date, any and all Restricted Shares will become automatically fully vested and the Restrictions shall immediately expire with respect to the Restricted Shares without the requirement of any further act by either the Company or the Participant. For the purposes of this Section 12, the term "Change of Control" shall mean
Acceleration of Vesting Upon Change of Control. (select one) In the event of a Change of Control, the Stock Appreciation Right shall become fully exercisable and vested to the full extent of the original grant. A Change of Control shall not affect the exercisability or vesting of the Stock Appreciation Right.
Acceleration of Vesting Upon Change of Control. Upon a Change of Control (as hereinafter defined), all Restricted Shares granted hereunder shall immediately vest in full. For purposes hereof, a "Change of Control" shall be deemed to have taken place upon the occurrence of any of the following events:
(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of 1934, as amended)(a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act of 1934, as amended) of 20% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors (the "Voting Stock") of the Company; provided, however, that for purposes of this Section 5, the following acquisitions of Voting Stock of the Company shall not constitute a Change of Control: (A) any issuance of Voting Stock of the Company directly from the Company that is approved by the Incumbent Board (as defined below), the consideration for which constitutes principally of property other than cash, (B) any acquisition by the Company of Voting Stock of the Company, (C) any acquisition of Voting Stock of the Company by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity in which the Company directly or indirectly owns 50% or more of the outstanding Voting Stock (a "Subsidiary"); or (D) any acquisition of Voting Stock of the Company by any Person pursuant to a Business Organization, as defined below, that complies with clauses (A), (B) and (C) of Section 5(iii) below; or
(ii) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to have been a member of the Incumbent Board; or
(iii) consummation of a reorganization, merger or consolidation, a sale or other disposition of all or substantially all of the assets of the Company, or other transaction (each, a "Business Combination"), unless, i...
