Adjustment of Certain Accelerated Vesting Provisions Sample Clauses

Adjustment of Certain Accelerated Vesting Provisions. (a) Notwithstanding the foregoing, with respect to any unvested SpinCo Equity Awards granted to a RemainCo Employee in accordance with this Agreement, if the original RemainCo Equity Award (that was adjusted into the SpinCo Equity Award) was subject, as of immediately prior to the External Distribution, to accelerated vesting provisions (i) by reference to a termination of employment or service with RemainCo and/or (ii) in connection with a “Corporate Change” (as defined in the applicable award agreement and/or RemainCo Equity Plan) of RemainCo, then the SpinCo Equity Award also shall be subject to such same acceleration provisions upon the RemainCo Employee’s termination of employment or service with the relevant RemainCo Entity(ies) and/or in connection with a Corporate Change of RemainCo.
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Adjustment of Certain Accelerated Vesting Provisions. (a) Notwithstanding the foregoing, with respect to any unvested SeaSpine Equity Awards granted to an Integra Employee in accordance with this Agreement, if the original Integra Equity Award (that was partially adjusted into the SeaSpine Equity Award) was subject, as of immediately prior to the Distribution, to accelerated vesting provisions (i) by reference to a termination of employment or service with Integra and/or (ii) in connection with a “Change in Control” (as defined in the applicable award agreement and/or Integra Equity Plan) of Integra, then the SeaSpine Equity Award also shall be subject to such same acceleration provisions upon the Integra’s Employee’s termination of employment or service with the relevant Integra Entity(ies) and/or in connection with a Change in Control of Integra.
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Adjustment of Certain Accelerated Vesting Provisions. (a) Notwithstanding the foregoing, with respect to any (i) unvested Rightside Options granted to a Demand Media Employee in accordance with Section 3.1(a)(i) and (ii) any Rightside RSU Awards granted to a Demand Media Employee in accordance with Section 3.2(a)(i) (the “Demand Media Employee Rightside RSU Awards”), in each case, if the original Demand Media Option or Demand Media RSU, as applicable (that was partially adjusted into the Rightside Option or Rightside RSU Award, as applicable), was subject, as of immediately prior to the Distribution, to accelerated vesting provisions (x) by reference to a termination of employment or service with Demand Media and/or (y) in connection with a “Change in Control” (as defined in the applicable award agreement and/or Demand Media Equity Plan) of Demand Media, then the Rightside Option or Rightside RSU Award, as applicable, also shall be subject to such same acceleration provisions upon the Demand Media Employee’s termination of employment or service with the relevant Demand Media Entity(ies) and/or in connection with a Change in Control of Demand Media. In addition, any Demand Media Employee Rightside RSU Award that is outstanding immediately prior to a Rightside Change in Control (as defined in the Rightside Equity Plan) shall either (I) accelerate and vest in full immediately prior to such Rightside Change in Control and be settled in Rightside Common Stock immediately prior to such Rightside Change in Control, or (II) receive payment in cash or cash equivalents on the applicable post-closing vesting date(s) equal to the value of the consideration to which the shares of Rightside Common Stock underlying such Rightside RSU Award would have been entitled had such shares been outstanding at the time of the Rightside Change in Control, subject to payment of any deferred transaction consideration on the same terms and conditions payable to Rightside Common Stock holders generally under the applicable transaction documents (and in no event later than five years after the consummation of such transaction), and further subject, in the case of payments on the applicable post-closing vesting date(s), to the holder’s continued employment or service with a member of the Demand Media Group through the applicable vesting date; provided, however, that if Rightside restricted stock unit awards will generally vest on an accelerated basis in connection with such Rightside Change in Control, then each then-outstanding Demand Media...
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Related to Adjustment of Certain Accelerated Vesting Provisions

  • Acceleration of Vesting Upon Change in Control Effective at the time of a Change in Control, all unvested stock options and stock previously issued to Executive as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all options, such that the underlying shares will be considered outstanding at the time of the Change in Control.

  • Termination of Option and Accelerated Vesting This Option will terminate upon the expiration date, except as set forth in the following provisions:

  • Vesting Provisions The Options shall become exercisable in five equal installments on each of the first five anniversaries of the Grant Date, subject to the Employee’s continuous employment with Holding or any Subsidiary from the Grant Date to such anniversary.

  • Change in Control Provisions Notwithstanding anything to the contrary in these Terms and Conditions, the following provisions shall apply to all Stock Units granted under the attached Award Agreement.

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • Acceleration of Vesting Notwithstanding any provision of the Plan or this Agreement to the contrary, in the event of a Change in Control prior to the date that the Option is fully vested and exercisable, the Option shall become immediately vested and exercisable with respect to 100% of the Shares in each remaining vesting tranche. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the Shares of Common Stock received.

  • Change of Control Provisions If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Debentures as described above, the Company will be required to make an offer to each holder of Debentures to repurchase all or any part (in integral multiples of $1,000) of that holder’s Debentures at a repurchase price in cash equal to 101% of the aggregate principal amount of Debentures repurchased plus any accrued and unpaid interest on the Debentures repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Company’s option, prior to a Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each holder of Debentures, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Debentures on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Debentures, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Debentures by virtue of such conflict. Sinking Fund Provisions: No sinking fund provisions Defeasance Provisions: Legal defeasance and covenant defeasance permitted upon compliance with conditions set forth in the Indenture Additional Terms: Except as otherwise provided in this Schedule II, such other terms are specified in the Pricing Prospectus. Capitalized terms used herein and not defined herein have the meanings specified in the Pricing Prospectus. Time of Sale:

  • Accelerated Vesting Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9(a) and the terms of any Award Agreement granted to the Executive, the terms of this Section 9(a) shall control and govern.

  • Equity Vesting Acceleration Vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards subject to only time-based (and not performance-based) vesting. In the case of equity awards with performance-based vesting, such awards will be treated as set forth in the applicable award agreement. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination, any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding until the earlier of (x) ninety (90) days following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within the ninety (90) day period following the Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within the ninety (90) day period following a Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited on the ninetieth (90th) day following the date of the Qualifying Termination without having vested.

  • Limitation on Change in Control Payments Notwithstanding anything in this Section 3.3 to the contrary, if, with respect to the Optionee, the acceleration of the vesting of this Option as provided above (which acceleration could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other payments that the Optionee has the right to receive from the Company or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), the payments to the Optionee stated herein will be reduced to the largest amount that will result in no portion of the payments being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that if the Optionee is subject to a separate agreement with the Company or a Subsidiary that expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that “payments” under such agreement or otherwise will be reduced, that the Optionee will have the discretion to determine which “payments” will be reduced, that such “payments” will not be reduced or that such “payments” will be “grossed up” for tax purposes), then this Section 3.3(b) will not apply, and any payments to the Optionee under Section 3.3(a) of this Agreement will be treated as payments arising under such separate agreement.

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