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 in Control. Upon the occurrence of (or, as the circumstances may require, immediately prior to) a Change in Control (as defined below), then any portion of the Stock Units subject to the Award that have not previously vested or terminated shall thereupon vest, unless prior to the Change in Control the Committee determines that benefits under this or other awards will not accelerate upon occurrence of the Change in Control or determines that only certain or limited benefits under some or all awards will be accelerated and the extent to which they will be accelerated, and/or establishes a different time in respect of the Change in Control for such acceleration. The Committee may accord the Participant a right to refuse any acceleration pursuant to this Agreement, in such circumstances as the Committee may approve. For purposes of this Agreement, “Change in Control” means any of the following: (a) approval by the stockholders of the Corporation of the dissolution or liquidation of the Corporation; (b) approval by the stockholders of the Corporation of an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities that are not majority-owned subsidiaries of the Corporation, as a result of which 50% or less of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former stockholders of the Corporation; (c) approval by the stockholders of the Corporation of the sale or transfer of substantially all of the Corporation’s business and/or assets to a person or entity that is not a Subsidiary of the Corporation; or (d) the occurrence of any of the following: (i) any “person,” alone or together with all “affiliates” and “associates” of such person, without the prior approval of the Board, becomes the “beneficial owner” of more than 50% of the outstanding voting securities of the Corporation (the terms “person,” “affiliates,” “associates” and “beneficial owner” are used as such terms are used in the Securities Exchange Act of 1934 and the General Rules and Regulations thereunder); provided, however, that “Change in Control” shall not be deemed to have occurred if such “person” is the Corporation, any Subsidiary or any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary, or any trust or other entity organized, established or holding shares of such voting securities by, for, or pursuant to the terms of any such plan; or (ii) individuals who at the beginning of any period o...
Acceleration Upon Change in Control. Notwithstanding Section 2(a) hereof, if during the term of the Purchase Option there is a Corporate Transaction (as defined below), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event, except to the extent the Purchase Option is to be assigned to the successor corporation (or its parent company) in connection with such Corporate Transaction. To the extent the Purchase Option remains in effect following a Corporate Transaction, it shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the Shares on consummation of the Corporate Transaction, but only to the extent the Shares are at the time covered by the Purchase Option. Appropriate adjustments shall be made to the price per share payable upon the exercise of the Purchase Option to reflect the effect of the Corporate Transaction upon the Company’s capital structure; provided, that the aggregate Option Price shall remain the same. Notwithstanding the foregoing, in the event that (x) the Stockholder’s employment with the Company is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination (as defined below)) during the 60-day period immediately prior to the consummation of the Corporate Transaction, or (y) a successor corporation assumes the Purchase Option in connection with a Corporate Transaction and the either (1) the Stockholder is not employed by the successor corporation, or (2) within 12 months of the effective date of the Corporate Transaction the Stockholder’s employment with such successor corporation is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event.
Acceleration Upon Change in Control. In the event of a Change In Control (as defined below) of the Company, then the holder of the options evidenced by this Agreement shall have the right, immediately prior to the consummation of such transaction constituting the Change In Control, to exercise such options, to the extent not theretofore exercised, without regard to any of the requirements as to the time periods and installments of exercisability set forth in this Agreement if (and only if) such options have not expired or otherwise been terminated prior to such vesting and the date of such transaction. Notwithstanding the foregoing, such acceleration of exercisability shall not apply if a majority of the board of directors of the acquiring or surviving corporation (or a parent corporation thereof) immediately after such Change in Control transaction consists of individuals who constitute a majority of the board of directors of the Company immediately prior to such transaction and such surviving or acquiring corporation agrees to assume such options in connection with such transaction.
Acceleration Upon Change in Control. Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (a) and (b), as follows:
(a) the Performance Share Units that he would have otherwise received based upon achievement of ROIC after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and making adjustments to Target ROIC so as to be equal to the ROIC budgeted for that period and appropriate adjustments to Threshold ROIC and Maximum ROIC so that they bear the same ratio to the Threshold ROIC and Maximum ROIC amounts above as the revised Target ROIC amount bear to the Target ROIC amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 multiplied by the closing price of the Common Stock on the Early Measurement Date; and
(b) as a substitute award for the lost opportunity to earn Performance Stock Units for the entire length of the original Performance Period:
(i) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i) will vest completely on or before December 31, 2008, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i).
(ii) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of the following equation: TAP = the number of Per...
Acceleration Upon Change in Control. Overriding any other inconsistent terms of this Agreement:
Acceleration Upon Change in Control. Upon the occurrence of a Change in Control, unless the outstanding Options are assumed by the successor to the Company, the Administrator shall in its sole discretion determine equitable treatment of the outstanding Options.
Acceleration Upon Change in Control. In the event of a Change in Control, any unvested portions of this Stock Option shall immediately vest and remain exercisable for the remainder of the originally scheduled term. For the purposes of this Agreement, a “Change in Control” means: (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than any individual, entity or group which, as of the date of this Agreement, beneficially owns more than ten percent (10%) of the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then Outstanding Company Common Stock; provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of 50% or more of Outstanding Company Common Stock shall not constitute a Change in Control; and provided, further, that any acquisition by an entity with respect to which, following such acquisition, more than 50% of the then outstanding equity interests of such entity, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such acquisition of the Outstanding Company Common Stock, shall not constitute a Change in Control; or (b) the consummation of (i) a reorganization, merger or consolidation (any of the foregoing, a “Merger”), in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the corporation resulting from Merger, or (ii) the sale or other disposition of all or substantially all of the assets of the Company, excluding (a) a sale or other disposition of assets to a subsidiary of the Company; and (b) a sale or other disposition of assets to any individual, entity or group which, as of the date of this Agreement, beneficially owns more than ten percent (10%) of the then Outstanding Company Common Stock.
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,” as defined in Section 9(b) of the Plan, unless either (i) the Company is the surviving entity in the Change in Control and the Option Award continues to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable immediately prior to the Change in Control or (ii) the successor company or its parent company assumes or substitutes for the Option Award, as determined in accordance with Section 10(c)(ii) of the Plan.
Acceleration Upon Change in Control. Subject to Section 9(a) above and so long as this Option has not terminated pursuant to Section 6(a) hereof, this Option shall become immediately fully exercisable immediately prior to the occurrence of any event that qualifies as a “Change in Control”, as defined in Section 9(b) of the Plan.
