Corporate Event. In the event any dividend or distribution of Common Stock, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, change of control or exchange of Common Stock or other securities of the Company, or other corporate transaction or event affects the Common Stock, or in the event of the sale, transfer or other disposition of all or substantially all of the business and assets of the Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis) to a Third Party (or group of affiliated Third Parties) (each, a “Corporate Event”), the Board shall, in such manner as it in good xxxxx xxxxx equitable, (i) adjust any or all of the number of shares of Employee Stock or other securities of the Company (or number and kind of other securities or property) subject to the Performance RSUs, or (ii) make provision for an immediate cash payment to Employee in consideration for the cancellation of the Performance RSUs, to the extent allowed under Code Section 409A. Notwithstanding the provisions of this Section 6 or Section 3(c), in the event (x) any Performance RSUs would otherwise vest pursuant to Section 3(c) and (y) the Company is not the surviving entity in any Change in Control or the Company sold, transferred or otherwise disposed of all or substantially all of its business or assets pursuant to such Change in Control, then the Company may provide that any successor to the Company and/or its assets pursuant to such Change in Control shall provide the Employee with the same per share consideration provided to a holder of Common Stock in connection with such Change in Control in lieu of otherwise allowing such Performance RSUs to vest pursuant to Section 3(c).
Corporate Event. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, a recapitalization, a merger or a similar transaction affecting the Corporation’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are distributed to the Employee with respect to shares of Restricted Stock which have not already vested shall immediately be subject to the vesting and other restrictions of this Agreement to the same extent as the shares of Restricted Stock to which such distributed property relates.
Corporate Event. In the event of the declaration of a spin-off, a stock split, a recapitalization, a merger or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as a cash dividend) which are distributed with respect to Unvested Restricted Stock shall immediately be subject to the vesting and other restrictions of this Agreement to the same extent as the Unvested Restricted Stock to which such distributed property relates.
Corporate Event. 13.1. The Licensee covenants with the Licensor that, as soon as possible (but no later than fifteen (15) days from the date of occurrence of such Corporate Event as more particularly defined in Clause 13.2, the Licensee shall disclose the occurrence of a Corporate Event (defined hereinafter) and provide all the necessary documents, including the revised/ updated charter documents of the Licensee, to the Licensor upon the occurrence of such Corporate Event.
Corporate Event. An event outside of the usual course of business, arranged by and at the expense of the Policyholder in order to promote their Business.
Corporate Event. In the event any dividend or distribution of Common Stock, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, change of control or exchange of Common Stock or other securities of the Company, or other corporate transaction or event affects the Common Stock, or in the event of the sale, transfer or other disposition of all or substantially all of the business and assets of the Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis) to a Third Party (or group of affiliated Third Parties) (each, a “Corporate Event”), the Board shall, in such manner as it in good xxxxx xxxxx equitable, (i) adjust any or all of the number of shares of Employee Stock or other securities of the Company (or number and kind of other securities or property) subject to the RSUs, or (ii) make provision for an immediate cash payment to Employee in consideration for the cancellation of the RSUs. Notwithstanding the provisions of this Section 6 or Section 3(c), in the event (x) any RSUs would otherwise vest pursuant to Section 3(c) and (y) the Company is not the surviving entity in any Change in Control or the Company sold, transferred or otherwise disposed of all or substantially all of its business or assets pursuant to such Change in Control, then the Company may provide that any successor to the Company and/or its assets pursuant to such Change in Control shall provide the Employee with the same per share consideration provided to a holder of Common Stock in connection with such Change in Control in lieu of otherwise allowing such RSUs to vest pursuant to Section 3(c).
Corporate Event. Each of the following shall be a Corporate Event:
Corporate Event. A “Corporate Event” shall mean any of the following, whether accomplished through one or a series of related transactions: (a) the acquisition of all or substantially all the assets of the Company; (b) an acquisition of the Company by consolidation, merger, share purchase or exchange, or other reorganization or transaction in which the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction; and (c) any other transaction or series of related transactions that would result in a greater than twenty-five percent (25%) change in the total outstanding number of shares of Common Stock of the Company assuming conversion of all convertible securities. The Company agrees that it will provide the Investor with detailed written notice of any offer from a third party for a proposed Corporate Event within five (5) business days of the date the Company first becomes aware of such offer of proposed Corporate Event. In addition, the Company agrees that it will provide the Investor, within five (5) business days of the Company’s becoming aware thereof, with detailed written notice of any offer from a third party to acquire ten percent (10%) or more of the Company’s outstanding voting securities.
Corporate Event. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, a recapitalization, a merger or a similar transaction affecting the Corporation’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are distributed to the Participant with respect to Restricted Stock which has not already vested shall immediately be subject to the vesting GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. RESTRICTED STOCK AGREEMENT and other restrictions of this Agreement to the same extent as the Restricted Stock to which such distributed property relates.
Corporate Event. The Participant acknowledge and agree that, in the event of an Change of Control, a similar corporate event or a change in capital structure, any Management Holdco Class M Units issued hereunder that are exchanged, vest or become payable as a result of or in connection with the applicable event or circumstances may be subject to the same terms and conditions applicable to the proceeds realized by the Company, its members, or the holders of Management Holdco Class M Units, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Plan Administrator in its sole discretion, subject to compliance with Section 409A of the Code. The Participant hereby grant the Company an irrevocable power of attorney in favor of the Company with respect to the Management Holdco Class M Units to the extent reasonably necessary to effectuate any Change of Control, similar corporate event or a change in capital structure.
