Exercise After Certain Events Sample Clauses

Exercise After Certain Events. Upon the occurrence of any of the events ------------------------------ described below, any shares that are exercisable upon such occurrence shall remain exercisable during the period stated below, but, in any event, not later than November 19, 2010: a. If Optionee's employment is terminated due to declaration of total and permanent disability, death, or voluntary or involuntary termination of employment (other than a Termination for Cause), such shares that are exercisable (including any shares that are accelerated because of such events) shall remain exercisable for five years thereafter; or b. If Optionee's employment is Terminated for Cause, or if the Committee determines that this Option is forfeit pursuant to Section IV of the Plan because Optionee engages in competition with the Company or an Affiliate, or Optionee engages in any activity or conduct contrary to the best interests of the Company or any Affiliate, such shares that are then exercisable shall remain exercisable for seven days after such Termination or declaration.
Sample 1See All (7)
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Exercise After Certain Events. Upon the occurrence of any of the events described below, any shares that are exercisable at that time shall remain exercisable during the period stated below, but, in any event, not later than October 11, 2019: a. Upon Optionee's Termination of Employment (i) by reason of continuing disability, immediately upon exhaustion of short-term disability benefits, (ii) because of death, or (iii) either voluntarily or involuntarily following attainment of age 55 with at least ten years of service (other than a Termination for Cause), such shares that are exercisable (including any shares that are accelerated because of such events) shall remain exercisable for five years thereafter. b. Upon Optionee’s voluntary or involuntary Termination of Employment (other than a Termination for Cause, or a Termination of Employment following Optionee’s attainment of age 55 with at least ten years of service), such shares that are exercisable shall remain exercisable for ninety days thereafter. c. Upon Optionee’s Termination for Cause, or if the Committee determines that this Option is forfeit pursuant to Section IV of the Plan because Optionee engaged in competition with the Company or an Affiliate, or Optionee engaged in any activity or conduct contrary to the best interests of the Company or any Affiliate, such shares that are then exercisable shall remain exercisable for seven days after such Termination or determination.
Sample 1Sample 2See All (5)
Exercise After Certain Events. Upon the occurrence of any of the events ------------------------------- described below, any shares that are exercisable upon such occurrence shall remain exercisable during the period stated below, but, in any event, not later than September 20, 2010: a. If Optionee's employment is terminated due to declaration of total and permanent disability, voluntary termination at or after the time set forth in paragraph 2(c)(i) or (ii), or involuntary termination of employment (other than for events described in Sections IV.A.1, 3 or 4 of the Plan), such shares that are exercisable shall remain exercisable for five years thereafter; b. If Optionee's employment is terminated due to death, such shares that are exercisable shall remain exercisable for three years thereafter; c. If Optionee's employment is terminated voluntarily prior to the time set forth in paragraph 2(c) (i) or (ii), such shares that are exercisable shall remain exercisable for six months after such voluntary termination; d. When, prior to a Change of Control, there has been a declaration of forfeiture pursuant to Section IV of the Plan because Optionee's employment is Terminated for Cause, Optionee engages in competition with the Company or an Affiliate, or Optionee engages in any activity or conduct contrary to the best interests of the Company or any Affiliate, such shares that are then exercisable shall remain exercisable for seven days after such declaration; or e. After a Change of Control, if Optionee's employment is Terminated for Cause, Optionee engages in competition with the Company or an Affiliate, or Optionee engages in any activity or conduct contrary to the best interests of the Company or any Affiliate, such shares that are then exercisable shall remain exercisable for seven days after a declaration that any of such events has occurred.
Sample 1See All (4)
Exercise After Certain Events. Upon the occurrence of any of the ------------------------------- events described below, any shares that are exercisable on the date of such occurrence shall remain exercisable during the period stated below, but, in any event, not later than September 20, 2010: a. Upon Optionee's retirement, resignation or other termination from the Board of Directors, declaration of total and permanent disability or death, such shares that are exercisable shall remain exercisable for five years after such event; b. When, prior to a Change of Control, there has been a declaration of forfeiture pursuant to Section IV of the Plan because Optionee engages in competition with the Company or an Affiliate, or Optionee engages in any activity or conduct contrary to the best interests of the Company or any Affiliate, such shares that are then exercisable shall remain exercisable for seven days after such declaration; or c. After a Change of Control, if Optionee engages in competition with the Company or an Affiliate, or Optionee engages in any activity or conduct contrary to the best interests of the Company or any Affiliate, such shares that are then exercisable shall remain exercisable for seven days after a declaration that any of such events has occurred.
Sample 1
Exercise After Certain Events. Upon the occurrence of any of the events described below, any Options exercisable on the date of such event shall remain exercisable during the period stated below, but, in any event, not later than September 25, 2006: a. Upon Optionee's retirement from the Board of Directors, declaration of total and permanent disability or death, such Options shall remain exercisable for the balance of the option term remaining after such event; b. When, prior to a Change of Control, there has been a declaration of forfeiture pursuant to Section IV of the Plan because Optionee's employment is Terminated for Cause, Optionee engages in competition with the Company or an Affiliate, or Optionee engages in any activity or conduct contrary to the best interests of the Company or any Affiliate, such Options shall remain exercisable for seven days thereafter; or c. With respect to Options that are exercisable after a Change of Control, such shares shall remain exercisable for seven days if Optionee's employment is Terminated for Cause, Optionee engages in competition with the Company or an Affiliate, or Optionee engages in any activity or conduct contrary to the best interests of the Company or any Affiliate. The restrictions on exercise set forth in Sections II.C.1, 2 and 3(ii) of the Plan are not applicable to the terms of this Option.
Sample 1
Exercise After Certain Events. Subject to the terms set forth in paragraphs 3 and 4 regarding acceleration and forfeiture, any Base Award shares or Peer Group Award shares which are exercisable at the time of the following events, or which become exercisable because of the occurrence of such events, shall remain exercisable for the period indicated below, but in no event later than September 25, 2006: (i) Optionee's Involuntary Termination of Employment, (ii) Optionee's voluntary termination of employment at or after age 62, or (iii) Optionee's voluntary termination of employment at or after age 55 with at least 15 years of Company Service: five years following such event. B. Optionee's voluntary termination of employment at or after age 55 but with less than 15 years of Company Service: six months following such event. C. Optionee's death or the declaration of Optionee's total and permanent disability: five years following such event. (i) Prior to a Change of Control, a declaration of forfeiture as a result of the occurrence of the events described in Section IV, paragraphs A.3 and A.4, if Optionee's employment does not terminate on account of such conduct; or (ii) following a Change of Control, 11 occurrence of the events described in Section IV, paragraph A.1, A.3 or A.4: seven days following the event.
Sample 1
Exercise After Certain Events. Upon the occurrence of any of the events described below, any shares exercisable on the date of such event shall remain exercisable during the period stated below, but, in any event, not later than May 28, 2008: a. If Optionee's employment is terminated due to death, Disability or retirement at or after attainment of age 62, if no event of forfeiture occurs, such shares shall remain exercisable for three (3) years thereafter; b. If Optionee's employment is involuntarily terminated for reasons other than Termination for Cause, such shares shall remain exercisable for six (6) months thereafter; or c. When, prior to a Change of Control, there has occurred an event of forfeiture as defined in Section 4 herein, the Option, to the extent exercisable, shall remain exercisable for thirty (30) days thereafter.
Sample 1
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Exercise After Certain Events. Upon the occurrence of any of the events described below, this Option shall become exercisable in full on the date of such event and shall remain exercisable for the periods set forth below, but, in any event, not later than September 24, 2008. Thereafter, the unexercised portion of this Option is forfeited and may not be exercised. a. Optionee's retirement from the Board, following expiration of term without re-election to a subsequent term (exercisable for three years). b. Optionee's retirement or resignation from the Board, prior to expiration of any term (other than due to Change of Control) (exercisable for one year). c. Optionee's removal or resignation due to declaration of disability (exercisable for three years). d. Optionee's death by beneficiary in accordance with Section V of the Plan (exercisable for three years). e. Change of Control of the Company (exercisable for six months).
Sample 1
Exercise After Certain Events 
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Related to Exercise After Certain Events

  • Certain Events If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.

  • Adjustments Upon Certain Events In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.

  • Adjustment for Certain Events The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

  • Effect on Exercise Price of Certain Events For purposes of determining the adjusted Exercise Price under Paragraph 4(a) hereof, the following will be applicable:

  • Adjustments Upon Specified Events Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b).

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize: (a) the issuance of any dividend or other distribution on the capital stock of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder ), whether in cash, property, stock or other securities; (b) the voluntary liquidation, dissolution or winding up of the Company; or (c) any transaction resulting in the expiration of this Warrant pursuant to Section 8(b); the Company shall send to the Holder of this Warrant at least ten (10) calendar days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant.

  • Termination Upon Certain Events 17 16.2 Procedures....................................................17

  • Notice of Certain Events (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier. (b) In case the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

  • NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the continuation of any of the foregoing events in this Section 5.10.

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