Acquisition Events. Upon the occurrence of an Acquisition Event (as defined below), or the execution by the Company of any agreement with respect to an Acquisition Event, the authorized administrator of the Plan shall take any one or more of the following actions with respect to the RSUs and the Option: (i) provide that the RSUs and/or the Option shall be assumed, or equivalent equity compensation shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); (ii) upon written notice to Executive, provide that any portion of the RSUs that are vested but not converted and/or any portion of the Shares underlying the Option that are vested but not exercised will become converted or exercisable, as the case may be, in full as of a specified time (the “Acceleration Time”) prior to the Acquisition Event and will terminate immediately prior to the consummation of such Acquisition Event, except to the extent exercised by Executive between the Acceleration Time and the consummation of such Acquisition Event; (iii) in the event of an Acquisition Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common Stock surrendered pursuant to such Acquisition Event (the “Acquisition Price”), provide that (A) the unvested RSUs shall terminate upon consummation of such Acquisition Event and Executive shall receive, in exchange therefor, a cash payment equal to the amount equal to the Acquisition Price multiplied by the number of shares of Common Stock subject to such unvested RSUs, (B) the Option shall terminate upon consummation of such Acquisition Event and Executive shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the Acquisition Price multiplied by the number of shares of Common Stock subject to the Option (whether or not then convertible or exercisable), exceeds (y) the aggregate exercise price of the Option; and (iv) provide that the unvested RSUs and/or the Option (A) shall become exercisable, realizable or vested in full, or shall be free of all conditions or restrictions, as applicable to the Option, prior to the consummation of the Acquisition Event, or (B), if applicable, shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof).
Acquisition Events. In the event of an “Acquisition Event” (as defined below), if and only if the average of the high and low prices of the Company’s common stock, as reported on Nasdaq, as of the day prior to the date of closing (the “Closing Date”) is higher than the “Target Stock Price” (as defined below), the Company will be considered to have awarded fully-vested RSUs to Executive in accordance with the following formula (the “Pro Rated Actual Award”): Pro Rated Actual Award = Potential Award X Lapsed Months
Acquisition Events. This Option shall become immediately exercisable in full if, on or prior to the first anniversary of an Acquisition Event, the Optionee terminates his or her employment for Good Reason or is terminated without Cause (for purposes of this Section 12, as defined in the Plan) by the surviving or acquiring corporation. SS&C TECHNOLOGIES HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: President and Chief Operating Officer OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 1998 STOCK INCENTIVE PLAN AS AMENDED AND RESTATED BY THE 2006 AMENDMENT AND RESTATEMENT WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT, DIRECTORSHIP, CONSULTANCY OR OTHER RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY OR OTHER RELATIONSHIP ANY TIME, WITH OR WITHOUT CAUSE.
Acquisition Events. Upon the occurrence of an Acquisition Event (as defined below), or the execution by the Company of any agreement with respect to an Acquisition Event, the authorized administrator of the Plan shall take any one or more of the following actions with respect to the Option, upon written notice to Executive: (i) provide that the Option shall be assumed, or equivalent equity compensation shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); (ii) provide that any portion of the Shares underlying the Option that are not vested will become vested in full as of a specified time (the “Acceleration Time”) prior to the Acquisition Event and will terminate immediately prior to the consummation of such Acquisition Event, except to the extent exercised by Executive between the Acceleration Time and the consummation of such Acquisition Event; or (iii) provide that the Option shall terminate upon consummation of such Acquisition Event and Executive shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the fair market value of the proceeds payable to a share of Common Stock in connection with the Acquisition Event multiplied by the number of shares of Common Stock subject to the Option (whether or not then convertible or exercisable), exceeds (y) the aggregate exercise price of the Option.
Acquisition Events. Except to the extent otherwise provided herein or in any other agreement between the Optionee and the Company, upon the occurrence of an Acquisition Event (as hereinafter defined), fifty percent(50%) of the portion of this Option then outstanding and unvested, shall become vested and immediately exercisable upon the occurrence of the Acquisition Event or such earlier date as may be specified by the Board by written notice to the Optionee, and, as applicable, the Board may take one or both of the following additional actions with respect to the Option: (i) provide that such Option shall be assumed, or equivalent Options be substituted by the acquiring or succeeding corporation (or an affiliate thereof), or (ii) upon written notice to the Optionee, provide that all the unexercised portion of the Option, or, in the Board’s discretion, such portions thereof as become vested solely by reason of this provision, will terminate to the extent not exercised by the Optionee prior to the consummation of such Acquisition Event or such earlier date as may be specified by the Board by written notice to Optionee.
Acquisition Events. Except to the extent otherwise provided herein or ------------------ in any other agreement between the Stockholder and the Company, upon the occurrence of an Acquisition Event (as hereinafter defined), any portion of this Award then outstanding that will become vested within twelve (12) months after the Acquisition Event, shall become vested and immediately free of all restrictions. As used in this Section 9, an "Acquisition Event" shall mean: (a) any merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto representing (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (b) any sale of all or substantially all of the assets of the Company; (c) the complete liquidation of the Company; or (d) the acquisition of "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities (other than through a merger or consolidation or an acquisition of securities directly from the Company) by any "person," as such term is used in Section 13(d) and 14(d) of the Exchange Act, other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned directly or indirectly by the stockholders of the Company.
Acquisition Events. Upon the occurrence of an Acquisition Event (as defined below), or the execution by the Company of any agreement with respect to an Acquisition Event, the authorized administrator of the Plan shall take any one or more of the following actions with respect to the RSUs, upon written notice to Executive:
(a) provide that this Agreement shall be assumed, or equivalent equity compensation shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); and
(b) provide that any portion of the RSUs that have already been granted and that are not vested will become accelerated in full and converted as of a specified time (the “Acceleration Time”) prior to the Acquisition Event.
Acquisition Events. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing
(i) BC Co will purchase Company Units from the Selling Members in the amounts set forth on Schedule A attached hereto for an aggregate cash payment of USD$1,500,000, to be distributed pro rata to the Selling Members, (the “Initial Payment”);
(ii) Immediately after the purchase mentioned in the previous subsection (i), all members of the Company (including the BC Co and the Selling Members as a result of subsection (i) above) shall contribute each issued and outstanding Company Unit held by such members for one (1) fully paid and non-assessable common share of NewCo (collectively, the “NewCo Shares”), and upon the completion of such exchange then each Company Unit and any certificates representing such Company Unit shall be cancelled and replaced with an equivalent number of NewCo Shares and certificates in respect of the same issued in the names of the Selling Members. The contribution by BC Co and the Selling Members of the Company Units is intended to be subject to Section 351 of the Code, and BC Co and the Selling Members are intended to constitute persons “in control” of NewCo for purposes of Section 351(a) of the Code;
(iii) Upon or concurrent with the completion of the exchange contemplated in subsection (ii), the Company shall become a wholly-owned subsidiary of NewCo;
(iv) The Selling Members (or their designees) shall have the option to convert the NewCo Shares standing in their names from time to time after the Closing into such number of fully paid and non-assessable BC Co Common Shares that equal a total value of USD$2,500,000 (the “BC Co Payment Shares”) and such number of common share purchase warrants of BC Co with a total value of $1,250,000 USD (the “Warrants”) at a deemed price of CND$0.20 per common share (unless and subject to the deemed price being another value pursuant to this subsection) for each BC Co Payment Share and each whole Warrant issued to the Selling Members (or their designees). Each whole Warrant will be exercisable into one common share of BC Co at an exercise price of CND$0.20 per common share for a period of 36 months from the Closing Date with a forced conversion if BC Co common shares trade at greater than CND$0.60 per share for more than 30 continuous trading days on the CSE. If the Units sold pursuant to the Private Placement are sold for less than CND$0.25 per Unit, then the deemed price of the BC Co Payment Shares and Warran...
Acquisition Events. Upon the occurrence of an Acquisition Event (as defined below), this option will become exercisable in full whether or not the requirements of Section 2 have been satisfied.
Acquisition Events. In the event of a merger, consolidation, mandatory share exchange or other similar business combination of the Company with or into any other entity (the "Successor Entity") or any transaction in which another person or entity acquires all the issued and outstanding capital stock of the Company, or all or substantially all the assets of the Company (each an "Acquisition Event"), the Option may be assumed or an equivalent option may be substituted by the Successor Entity or a parent of the Successor Entity. If and to the extent that the Option is not assumed or replaced with a substantially equivalent option, then the Optionee shall have the right to exercise in full the Option, whether or not otherwise vested or exercisable, but contingent upon the occurrence of the Acquisition Event, in which case the Company shall notify the Optioneee in writing or electronically that the Option shall become fully exercisable at least thirty (30) days prior to the consummation of the Acquisition Event, and the Option, to the extent not exercised prior to the consummation of the Acquisition Event, shall thereupon terminate.
