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.
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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.
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).
Company Transaction. Upon a Company Transaction, the vesting of the Award will be governed by the terms of the Plan.
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.
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.
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.
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Company Transaction. Upon a Company Transaction, the vesting of your Restricted Stock Award will be governed by the terms of the Plan.
Company Transaction 

Related to Company Transaction

  • Intercompany Transactions 72 Section 9.13

  • Corporate Transaction (a) Immediately prior to the consummation of any Corporate Transaction, the Repurchase Right shall automatically lapse in its entirety and the Purchased Shares shall vest in full, except to the extent the Repurchase Right is to be assigned to the successor corporation (or parent thereof) in connection with the Corporate Transaction.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Private Transaction At no time was the Subscriber -------------------- presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Company Sale 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the greater of (a) the sum of the TSR Target Share Amount and the ROCE Target Share Amount, or (b) the amount determined using a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE for that partial fiscal year, and the Average ROCE shall be determined by averaging however many full and partial fiscal years for which a ROCE shall have been determined.

  • 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 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Merger Transaction Section 2.1

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

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