Company Transaction Sample Clauses

Company Transaction. In the event of any “Company Transaction,” as defined in the Employer’s 2004 Equity Incentive Plan, any unvested Equity Grants shall be accelerated and shall vest immediately prior to the occurrence of such Company Transaction. In the event the Executive is terminated by the Employer without “Cause” (as defined in section 5.1(d)), or by election of the Executive for “Cause” (as set forth in section 5.1(a)), any unvested Equity Grants shall be accelerated and shall vest immediately prior to the occurrence of such termination.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Company Transaction. Without the approval of a majority of the Disinterested Directors, Investor shall not, and shall not permit any of the Investor Parties to, engage in any Company Transaction. Notwithstanding anything to the contrary herein, nothing shall prevent Investor or the Investor Parties, alone or in concert with its representatives, from making one or more non-public proposals to the board of directors of the Company (the “Board”) with respect to a transaction involving the Company.
Sample 1Sample 2Sample 3
Company Transaction. Notwithstanding anything to the contrary in Paragraph 5.1, the Vesting and forfeiture of Shares under this Award shall be subject to any other written agreement between the Participant and the Company or a Related Company and, to the extent not otherwise addressed in any such written agreement, shall be treated as expressly provided under the Plan (for example, in connection with a Company Transaction under Section 15.3 of the Plan).
Sample 1Sample 2
Company Transaction. Upon a Company Transaction, the vesting of the Award will be governed by the terms of the Plan.
Sample 1Sample 2
Company Transaction. The term “Company Transaction” means, with respect to Applied or Samsung, (a) any acquisition by a third Person not an Affiliate of such Party, of all or substantially all of the assets (including the exclusive license of all or substantially all of the intellectual property) of Applied or Samsung, as applicable, (b) any merger, consolidation, amalgamation or other corporate reorganization or business transaction (or series of transactions) (including the transfer of outstanding shares of such Party, as applicable) as a result of which a third Person not an Affiliate of such Party acquires, directly or indirectly, at least a majority of the outstanding voting power of Applied or Samsung, as applicable.
Sample 1Sample 2
Company Transaction. Upon a Company Transaction, the vesting of your Restricted Stock Award will be governed by the terms of the Plan.
Sample 1
Company Transaction. On or prior to the Closing Date, the Company shall enter into one or more transactions (collectively, "Company Transactions") pursuant to which its existing obligations set forth on Appendix B will either be terminated or assigned to third parties, including the assignment of certain obligations and rights. The assignees of the Company's obligations shall be issued the number of shares of Common Stock of the Company set forth on Appendix B in consideration for such assignees' assumption of the Company's obligations. All such assignees shall jointly and severally agree to indemnify and hold the Company harmless from all claims, liabilities and expenses arising from the assumed obligations.
Sample 1
AutoNDA by SimpleDocs
Company Transaction. In the event: ( i) a "Company Transaction" (as defined below) occurs, or ii) Executive is terminated without Cause and a Company Transaction with respect to which negotiations had commenced prior to the date of termination is announced, negotiated or entered into within 120 days of that termination, or iii) Executive terminates his employment for Good Reason, all unvested Restricted Shares shall vest immediately.
Sample 1
Company Transaction 
Sample 1

Related to Company Transaction

  • Intercompany Transactions 72 Section 9.13

  • Corporate Transaction The effective date of a reorganization, merger, or consolidation of the Company (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors and with the power to elect at least a majority of the Board or other governing body of the surviving entity; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Exempt Transaction Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Consolidation, Merger or Sale In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!