Covered Transaction. In the event of a Covered Transaction, the Administrator may require that any amounts delivered, exchanged, or otherwise paid in respect of outstanding and then unvested Options be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.
Covered Transaction. The Transaction evidenced by the Confirmation dated the date of this Agreement (Reference Number: ) will constitute the only Transaction and Confirmation supplementing, forming part of, and subject to, this Agreement.
Covered Transaction. Each party acknowledges and agrees that the Confirmation executed as of November 16, 2007 (Reference: “Project Arrow Repurchase Transaction”) (the “Transaction”) shall be the only transaction governed by the Agreement (it being understood that, in the event such Confirmation shall be amended (in any respect), such amendment shall not constitute (for purposes of this section) a separate transaction or a separate Confirmation). The Seller and the Buyer shall not enter into any additional Confirmations or Transactions hereunder. The parties hereby expressly agree that any TBMA Master Agreement entered into between them after the date hereof shall not supersede the Agreement or the Transaction hereunder.
Covered Transaction. If holders of more than fifty percent (50%) of the outstanding Stock elect to consummate, or cause the Company to consummate, a Covered Transaction, then, upon fifteen (15) days written notice to the Grantee, the Grantee agrees to transfer in such Covered Transaction the percentage of the aggregate number of Shares held by the Grantee as of the consummation of such Covered Transaction that is equal to the aggregate percentage of shares of Stock owned by the holders of more than fifty percent (50%) of the outstanding Stock of the Company that are being transferred in such Covered Transaction, on the same terms and conditions as such holders with respect to the shares of Stock so transferred.
Covered Transaction. (i) If a Covered Transaction occurs before the Award is fully vested in accordance with the vesting schedule set out in Section 3(a) above, the Award shall be treated as described in this Section 3(b). Notwithstanding anything to the contrary, the Administrator may take such other actions with respect to the Award (including in respect of vesting) as it deems appropriate pursuant to the Plan.
(ii) [For executive officers as determined by the Administrator (“Officers”): Provided the Grantee has remained in continuous Employment from the Grant Date through the date of the Covered Transaction, if either (i) the Grantee has remained in continuous Employment for at least two years immediately prior to the date of the Covered Transaction or (ii) the Restricted Stock Units are not assumed, substituted or otherwise continued following the Covered Transaction, then the Award shall become fully vested immediately prior to the Covered Transaction. However, if (A) the Grantee has not remained in continuous Employment for at least two years immediately prior to the date of the Covered Transaction, (B) there is an acquiring or surviving entity as a result of the Covered Transaction and the Restricted Stock Units are assumed or substituted by the acquiror or surviving corporation (or an affiliate of the acquiror or surviving corporation) or otherwise continues following the Covered Transaction, and (C) the Grantee is not a party to an Applicable Agreement providing otherwise, then the Restricted Stock Units will vest on the earliest to occur of (x) the applicable vesting date pursuant to the vesting schedule set forth in Section 3(a) above, or (y) the date the Grantee incurs a CIC Termination, in each case, subject to the Grantee’s continuous Employment through such date.]
Covered Transaction. Each party acknowledges and agrees that the transactions evidenced by Confirmations contemplated under Paragraph 3(d) of the Agreement (as amended herein) shall be the only Transactions governed by the Agreement. The Seller and the Buyer shall not enter into any other Confirmations or Transactions hereunder. The parties hereby expressly agree that any TBMA Master Agreement entered into between them after the date hereof shall not supersede the Agreement or the Transaction hereunder.
Covered Transaction. A “Covered Transaction” shall refer to a closed-end consumer credit transaction secured by a dwelling, including closed-end reverse mortgage transactions. • Loan Originator: The term “Loan Originator” shall have the meaning set forth in Regulation Z at 12 CFR §1026.36
Covered Transaction. The Transaction evidenced by the Confirmation dated the date of this Agreement (Reference Number: KQAUQ) will constitute the only Transaction and Confirmation supplementing, forming part of, and subject to, this Agreement.
Covered Transaction. In the event of a Covered Transaction while the Grantee remains employed by the Company and its Affiliates, the Option shall vest and become fully exercisable.
Covered Transaction. (i) If a Covered Transaction occurs before the Stock Option is fully vested in accordance with the vesting schedule set out in Section 3(a) above, the Stock Option shall be treated as described in this Section 3(b). Notwithstanding anything to the contrary, the Administrator may take such other actions with respect to the Stock Option (including in respect of vesting) as it deems appropriate pursuant to the Plan.
(ii) [For executive officers as determined by the Administrator (“Officers”): In the event of a Covered Transaction before the Stock Option is fully vested and exercisable in accordance with the vesting schedule set out in Section 3(a) above and provided the Optionee has remained in continuous Employment from the Date of Grant through the date of the Covered Transaction, if either (i) the Optionee has remained in continuous Employment for at least two years immediately prior to the date of the Covered Transaction or (ii) the Stock Option is not assumed, substituted or otherwise continued following the Covered Transaction, then the Stock Option shall become fully vested and exercisable immediately prior to the Covered Transaction. However, if (A) the Optionee has not been in continuous Employment for at least two years immediately prior to the date of the Covered Transaction, (B) there is an acquiring or surviving entity as a result of the Covered Transaction and the Stock Option is assumed or substituted by the acquiror or surviving corporation (or an affiliate of the acquiror or surviving corporation) or otherwise continues following the Covered Transaction, and (C) the Optionee is not a party to an Applicable Agreement providing otherwise, then the Stock Option will vest and become exercisable on the earliest to occur of (x) the applicable vesting date pursuant to the vesting schedule set forth in Section 3(a) above, or (y) the date the Optionee incurs a CIC Termination, in each case, subject to the Optionee’s continuous Employment through such date.]
