Acquisition Event. In the event of an Acquisition Event, the Committee shall determine the Performance Level achieved in accordance with Schedule 1 except that the Performance Period shall be deemed to have ended on the last day prior to the Acquisition Event.
Acquisition Event. In the event of an Acquisition Event (as defined in the Plan), the Company shall give prior notice to the Participant that the Participant may exercise up to 100% of this option as of a time specified in such notice. If the Participant does not exercise the option prior to the consummation of the Acquisition Event, all unexercised portions of this option shall terminate and be of no further force or effect.
Acquisition Event. Upon the execution by the Company of an agreement to effect an Acquisition Event that is not a Creeping Tender, the unvested portion of the Previously Granted Stock Options shall become fully vested and nonforfeitable upon the occurrence of the Acquisition Event or as of such earlier date as may be specified by the Board by written notice to the Executive and the Board may take one or both of the following actions with respect to the Previously Granted Stock Options: (I) provide that the Previously Granted Stock Options shall be assumed, or equivalent stock options be substituted by the acquiring or succeeding corporation (or an affiliate thereof), or (II) upon written notice to the Executive, provide that all then unexercised Previously Granted Stock Options will terminate to the extent not exercised by the Executive prior to the consummation of such Acquisition Event or such earlier date as may be specified by the Board by written notice to the Executive.
Acquisition Event. (1) Upon the consummation of an Acquisition Event, the Corporation or any acquirer of the Corporation or its business (as determined by the Board of Directors), or any Affiliate of any of them, shall purchase, and each Holder shall sell to such purchaser, all Warrants that on the consummation of the Acquisition Event have not been exercised (the “Remaining Warrants”), in consideration of such purchaser paying to such Holder, within five (5) Business Days after the consummation of the Acquisition Event, cash (less any applicable withholding taxes) in an amount equal to the Black Scholes Value of any Remaining Warrants (the “Purchase Amount”). The Warrant Certificates representing Warrants purchased pursuant to this Section 5.2 shall forthwith be delivered to and cancelled by the Warrant Agent upon the written direction of the Corporation.
(2) For the purpose of this Section 5.2, “Black Scholes Value” shall mean the value of the Remaining Warrant, which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the date of consummation of the Acquisition Event for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the Acquisition Event and the Expiry Date; (B) an expected volatility equal to 35%; (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration (as determined in good faith by the Board of Directors), if any, being offered in such Acquisition Event, and (D) a remaining option time equal to the time between the date of the public announcement of the Acquisition Event and the Expiry Date.
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Acquisition Event. If an Acquisition Event is consummated prior to the ----------------- Second Anniversary Date, Purchaser shall require the Person or entity holding more than fifty percent (50%) of the combined voting power of the applicable voting securities immediately following such consummation to assume all of the Purchaser's unfulfilled obligations and covenants under this Agreement.
Acquisition Event. (a) Upon the occurrence of an Acquisition Event (as defined in the Company’s Amended and Restated 2000 Stock Incentive Plan), the repurchase and other rights of the Company hereunder shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Shares were converted into or exchanged for pursuant to such Acquisition Event in the same manner and to the same extent as they applied to the Shares under this Agreement unless such cash, securities or other property are vested pursuant to another agreement between the Participant and the Company or its successor. If, in connection with an Acquisition Event, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow.
Acquisition Event. 4.8.2 Affiliates Agreement . . . . . . . . . . . . . . . . . . . . . . 4.10 Agreement . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition Event. Upon the occurrence of an Acquisition Event (as defined in the Plan), in which holders of shares of Common Stock are entitled to receive in respect of such shares any additional shares or new or different shares or securities, cash or other consideration (including, without limitation, a different number of shares of Common Stock)(the “Exchange Consideration”), then the Participant shall be entitled to receive a proportionate share of the Exchange Consideration in exchange for any Shares then owned by the Participant, and the repurchase and other rights of the Company hereunder shall inure to the benefit of the Company’s successor and shall apply to the Exchange Consideration which the Shares were converted into or exchanged for pursuant to such Acquisition Event in the same manner and to the same extent as they applied to the Shares under this Agreement. If, in connection with an Acquisition Event, the Participant in his discretion agrees in writing that a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow.
Acquisition Event. Upon the occurrence of an Acquisition Event (as defined in the Plan) (regardless of whether such event also constitutes a Change in Control Event (as defined in the Plan)), or the execution by the Company of any agreement with respect to an Acquisition Event (regardless of whether such event will result in a Change in Control Event), the Board shall provide that this stock appreciation right shall be assumed, or an equivalent stock appreciation right shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); provided that if such Acquisition Event also constitutes a Change in Control Event, except to the extent specifically provided to the contrary in any other agreement between the Participant and the Company, this stock appreciation right shall be immediately exercisable in full upon the occurrence of such Acquisition Event. For purposes hereof, this stock appreciation right shall be considered to be assumed if, following consummation of the Acquisition Event, the stock appreciation right confers the right to purchase, for each share of Common Stock issuable upon exercise of this stock appreciation right immediately prior to the consummation of the Acquisition Event, the consideration (whether cash, securities or other property) received as a result of the Acquisition Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Acquisition Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Acquisition Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of this stock appreciation right to consist, for each share of Common Stock issuable upon exercise of this stock appreciation right, solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Acquisition Event. Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, this stock appreciation ...
