Effect on SARs Sample Clauses

Effect on SARs. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the SARs shall become immediately vested and exercisable.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Effect on SARs. [In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the SARs shall become immediately vested and exercisable. If a Change in Control occurs and the Participant’s Continuous Service is terminated by the Company without Cause (other than for death or Disability) within 12 months following the Change in Control, 100% of the SARs shall become immediately vested and exercisable. Unless otherwise determined by the Committee at the time of a Change in Control, a Change in Control shall have no effect on the SARs.]
Sample 1Sample 2See All (4)
Effect on SARs. For purposes of this Section 11, the phrase “Change of Control” shall have the same meaning as set forth in the Amended and Restated 1986 Stock Option Plan of the Company (restated effective September 26, 2014), and shall also include (i) any merger or other similar transaction in which the Company does not survive or becomes a subsidiary of another Person (other than in connection with a reincorporation of the Company into another jurisdiction), (ii) a liquidation or dissolution of the Company and (iii) a transaction or series of related transactions as a result of or in connection with which the Common Stock becomes eligible for delisting on a national securities exchange; provided, however that a Change of Control shall not be deemed to include an Affiliate who acquires 50% or more but less than 75% of the combined voting power of the then outstanding securities of the Company having the right to vote in the election of directors.
Sample 1Sample 2Sample 3
Effect on SARs. In the event of a Change in Control, notwithstanding any provision in the Plan or this Agreement to the contrary, the outstanding SARs granted herein shall become immediately 100% vested and exercisable, provided that (i) the Participant has provided Continuous Service to the Company/Subsidiary as of the consummation of the Change in Control, and (ii) the Participant did not initiate the event that resulted in the occurrence of such Change in Control in a capacity other than as an officer or director of the Company.
Sample 1
Effect on SARs. [In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the SARs shall become immediately vested and exercisable. If a Change in Control occurs and the Director’s Continuous Service is terminated by the Company (other than for Disability, death or Cause) in either case, within 12 months following the Change in Control, 100% of the SARs shall become immediately vested and exercisable. Unless otherwise determined by the Committee at the time of a Change in Control, a Change in Control shall have no effect on the SARs.]
Sample 1
Effect on SARs. (a) Each SAR that is outstanding as of immediately prior to the Effective Time shall, to the extent not then vested, accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, each SAR that is then outstanding shall be cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Common Shares subject to the vested SAR, multiplied by (ii) the excess of (x) the Closing Common Share Price over (y) the SAR Base Value, which amount shall be paid in accordance with Section 2.9(b) (the “SARs Cash-Out Amount”). (b) On the Surviving Corporation’s next regularly scheduled payroll date following the Effective Time (but no later than ten (10) Business Days after the Effective Time), Buyer shall cause the Surviving Corporation or a subsidiary of the Surviving Corporation to, pay through the Surviving Corporation’s or the applicable subsidiary’s payroll the aggregate SARs Cash-Out Amount payable with respect to SARs held by current employees of the Company (net of any withholding Taxes required to be deducted and withheld by applicable legal requirements in accordance with Section 3.3). (c) In order to effectuate the forgoing, pursuant to the terms of the SARs Plan, the Company will provide each holder of SARs written notice of exercise not less than twenty (20) days prior to the anticipated Effective Time and prior to the Effective Time, the Board of Directors of the Company (or an applicable committee thereof) shall adopt any resolutions and take any actions that are necessary to (i) effectuate the provisions of this Section 2.9 and (ii) ensure that, from and after the Effective Time, neither Buyer nor the Surviving Corporation will be required to deliver Series B Common Stock or other capital stock of the Company to any Person pursuant to or in settlement of, and other than as set forth in Section 2.9, no Person will have any further rights with respect to, the SARs.
Sample 1
Effect on SARs. Unless otherwise determined by the Committee at the time of a Change in Control, a Change in Control shall have no effect on the SARs.]
Sample 1
AutoNDA by SimpleDocs

Related to Effect on SARs

  • Effect on Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

  • Effect on Other Plans An election by the Executive to resign after a Change in Control under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 5 hereof, and except that the Executive shall have no rights to any severance benefits under any severance pay plan.

  • Effect on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:

  • Effect on Benefits a. Employees on Family and Medical Leave shall be covered by District Life Insurance Group Coverage and Hospital-Medical, Dental, Vision Group Coverage as though they were in active service. b. No credit is allowed for any benefits for time spent on unpaid family illness leave. c. Time on leave with pay counts for step advance, retirement, and vacation; credit in full for step advance and vacation, and full or half (½), according to the pay allowed, for retirement. d. Time on Family and Medical Leave does count as service in meeting requirements for other types of leaves.

  • Effect on Obligations Termination of this Agreement pursuant to this Article shall terminate all obligations of the parties hereunder; provided, however, that termination pursuant to paragraph (b) of Section 8.01 shall not relieve any party that breached its covenants or agreements contained herein or in any related agreement from any liability to the other party hereto by reason of such breach.

  • Effect on Contract Except as specifically required to implement the purposes of this Section of the Contract, all other terms of the Contract shall remain in force and effect.

  • Effect on Lease (a) If the Premises are totally taken by Condemnation, this Lease shall terminate as of the Date of Condemnation. If a portion but not all of the Premises is taken by Condemnation, this Lease shall remain in effect; provided, however, that if the portion of the Premises remaining after the Condemnation will be unsuitable for Tenant's continued use, then upon notice to Landlord within thirty (30) days after Landlord notifies Tenant of the Condemnation, Tenant may terminate this Lease effective as of the Date of Condemnation. (b) If twenty-five percent (25%) or more of the Project or of the parcel(s) of land on which the Building is situated or of the Parking Facility or of the floor area in the Building is taken by Condemnation, or if as a result of any Condemnation the Building is no longer reasonably suitable for use as an office building, whether or not any portion of the Premises is taken, Landlord may elect to terminate this Lease, effective as of the Date of Condemnation, by notice to Tenant within thirty (30) days after the Date of Condemnation. (c) If all or a portion of the Premises is temporarily taken by a Condemnor for a period not extending beyond the end of the Term, this Lease shall remain in full force and effect.

  • Effect on Securities At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • No Effect on Service Nothing in this Agreement or in the Plan shall be construed as giving the Participant the right to be retained in the employ or service of the Company or any Affiliate thereof. Furthermore, the Company and its Affiliates may at any time dismiss the Participant from employment or consulting free from any liability or any claim under the Plan or this Agreement, unless otherwise expressly provided in the Plan, this Agreement or any other written agreement between the Participant and the Company or an Affiliate thereof.

  • Effect on Credit Agreement Except as specifically amended by this Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.

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