Effect of Certain Events. (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.
(b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.
Effect of Certain Events. If at any time while this Warrant or any portion thereof is outstanding and unexpired there shall be a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a “Sale or Merger Transaction”), the Holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto, subject to further adjustment as provided in Section 12.
Effect of Certain Events. (a) If Gxxxxxx's employment with the Company is terminated at any time prior to the Vesting Date for any reason (including without limitation due to voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining the age of 62, then the Performance RSU Award and Gxxxxxx's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion.
(b) If Gxxxxxx's employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, then a pro rata amount of the Performance RSU Award shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 above, by multiplying the Performance RSU Target Award by a fraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the first day of the Performance Period and the date of the applicable event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall be issued as soon as practicable, and the requisite holding period as described in Paragraph 2(f) above shall be waived.
(c) If Gxxxxxx voluntarily resigns employment with the Company on or after attaining the age of 62 and prior to the Vesting Date, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award by a fraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the first day of the Performance Period and the date of the applicable event, and the denominator being the total number of months during the Performance Period.
(d) Following a Change of Control prior to the Vesting Date, the Performance RSU Award shall be considered to become immediately and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with the number of restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The E...
Effect of Certain Events. (a) If at any time the Company proposes to sell or otherwise convey all or substantially all of its assets, a sale in which the consideration to be received by the Company or its stockholders consists solely of cash, the Company shall give the Investor thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.
(b) In case the Company shall at any time effect any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity, or other property, the Investor shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.
(c) The Investor shall be granted registration rights for the Warrant Shares pursuant to a Registration Rights Agreement dated of even date herewith.
Effect of Certain Events. Guarantor agrees that Guarantor's liability hereunder will not be released, reduced, impaired, or affected by the occurrence of any one or more of the following events:
a) The insolvency, bankruptcy, reorganization, or disability of Debtor;
b) The renewal, consolidation, extension, modification, or amendment from time to time of the Contract;
c) The failure, delay, waiver, or refusal by Creditor to exercise any right or remedy held by Creditor with respect to the Contract;
d) The sale, encumbrance, transfer, or other modification of the ownership of Debtor or the change in the financial condition or management of Debtor.
Effect of Certain Events. Guarantor agrees that, except as otherwise expressly provided in Section 3(b) hereof, Guarantor's liability hereunder will not be released, reduced or impaired by the occurrence of any of the following events:
(a) the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment or other similar proceeding affecting the status, composition, identity, existence, assets or obligations of Debtor, or the disaffirmance or termination of any of the Obligations or the Contract in or as a result of any such proceeding;
(b) the renewal, consolidation, extension, modification or amendment from time to time of the Contract or any document, instrument or agreement relating to any Obligation, provided, however, that notwithstanding anything contained in this Guaranty or the Contract to the contrary, Creditor and Debtor may not, without the prior written consent of Guarantor, (i) extend or lengthen the Term of the Contract (as defined in the Contract as of the date hereof) beyond or (ii) change, modify or amend the definition of the term "Capacity Charges" (as defined in the Contract as of the date hereof) in any manner that would increase Guarantor's liability under this Guaranty;
(c) the failure, delay, waiver or refusal by Creditor to exercise, in whole or in part, any right or remedy held by Creditor with respect to the Contract or the Obligations thereunder; or
(d) the sale, encumbrance, transfer or other modification of the ownership of Debtor or Creditor or any change in the name, identity, business, structure, composition, financial condition or management (including, without limitation, by reason of a merger, dissolution, consolidation or reorganization) of Debtor or Creditor;
(e) future changes in conditions, including change of law, or any invalidity, unenforceability or irregularity with respect to the execution and delivery of the Contract or this Guaranty; and
(f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, subject to clause (ii) of Section 1 hereof.
Effect of Certain Events. If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, and in case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.
Effect of Certain Events. (a) If Grantee's employment with the Company is terminated prior to the Vesting Date because of death or the Grantee becoming Disabled, then the Grantee shall be immediately vested in the DSU Award and related Dividend Equivalents. Notwithstanding the distribution date set forth in Paragraph 3 above, the vested DSU Award and related Dividend Equivalents shall, subject to Paragraph 9(p) of this Agreement, be distributed in shares of EDS Common Stock (i) in the event of the Grantee's death, on the first day of the calendar month after the Grantee's date of death, or (ii) in the event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following the date of the Grantee's Separation from Service unless the Grantee is a 2008 DSU (UK) 2 Specified Employee, in which case the distribution shall be made on the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service.
(b) With the exception of any deferred stock units that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), if, prior to the Vesting Date, Grantee's employment with the Company is voluntarily or involuntarily terminated for any reason other than Grantee's death or the Grantee becoming Disabled, then the deferred stock units granted pursuant to this DSU Award and the related Dividend Equivalents shall be forfeited.
(c) In the event the Committee, in its reasonable discretion, upon consideration of the facts and circumstances and any advice or recommendation of EDS, concludes, that the Grantee violated the Plan's for Cause, non-compete, and/or non-solicitation provisions within one year of the date any deferred stock units and related Dividend Equivalents vest under Paragraph 3 of this DSU Award, Grantee shall forfeit such deferred stock units and related Dividend Equivalents that vested during the one year period preceding the violation, or if distributed, require the Grantee to reimburse EDS in the amount of the distribution (notwithstanding the fact that such deferred stock units have become vested pursuant to Paragraphs 3 or 4 of this Agreement).
Effect of Certain Events. If at any time while this Warrant or any portion hereof is outstanding and unexpired there shall be a Change in Control Transaction, then the holder shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such Change in Control Transaction, the kind and amount of consideration including cash, stock, other securities, assets or any other property, which it would have owned or have been entitled to receive upon or after the happening of such transaction had this Warrant been exercised immediately prior thereto, subject to further adjustment as provided in Section 13. The Company shall not consummate a Change in Control Transaction unless the entity resulting from such transaction (if not the Company), or such transferee entity, as the case may be, shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the holder, the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company.
Effect of Certain Events. The following provisions will apply in the event of the termination of employment or the occurrence of a Change in Control prior to the end of the Performance Period and completion of the vesting period.
