Hostile Takeover. Hostile Takeover" shall mean a transaction or ---------------- ---------------- series of transactions that results in any person becoming the Beneficial Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company's then outstanding voting securities without the approval of the Board of Directors of the Company.
Hostile Takeover. Subject to Section 7(1) below, in the event of ---------------- a Hostile Takeover and regardless of whether the Employee's employment with the Company is terminated in connection with such takeover, each stock option granted for the Company's securities held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" ------------- under each such stock option, on the effective date of the Hostile Takeover as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date.
Hostile Takeover. “Hostile Takeover” shall mean any transaction (or one or more related transactions) pursuant to which any “Person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s outstanding voting securities without regard to whether the Board has approved such acquisition(s).
Hostile Takeover. Subject to Sections 5 and 6 below, in the event of a Hostile Takeover and regardless of whether the Employee's employment with the Company is terminated in connection with such takeover, each stock option granted for the Company's securities held by the Employee shall become immediately vested on the effective date of the Hostile Takeover, and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted.
Hostile Takeover. “Hostile Takeover” shall mean any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities, without the approval of the Company’s Board of Directors;
Hostile Takeover. Subject to Section 7(l) below, in the event of a Hostile Takeover and regardless of whether the Employee's employment with the Company is terminated in connection with such takeover, each stock option granted for the Company's securities held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the effective date of the Hostile Takeover as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date.
Hostile Takeover. Subject to Sections 5 and 6 below, in the event of a Hostile Takeover and regardless of whether the Employee’s employment with the Company is terminated in connection with the Hostile Takeover, each stock option, stock appreciation right, restricted stock award, restricted stock unit award or other equity-based award with respect to the Company’s securities (collectively the “Equity Awards”) held by the Employee shall become fully vested and/or immediately exercisable, as applicable, immediately prior to the consummation of the transaction and with respect to the Equity Awards which are in the form of stock options or stock appreciation rights, shall be exercisable to the extent so vested in accordance with the provisions of the agreement and plan pursuant to which such Equity Awards were granted.
Hostile Takeover. In the event of a hostile change in control of the Company, the option provided for in this Agreement shall become immediately exercisable in full, provided the Optionee is employed by the Company at such time. As used herein, "hostile change of control" shall mean: (i) the acquisition or accumulation of twenty percent (20%) or more of the Company's outstanding shares of common stock by any person, entity, or group pursuant to a published offer to the Company's shareholders, or any merger or consolidation with any other corporation, where the transaction in question was not either initiated by the Company, or certified as "friendly" in a resolution by the Company's Board of Directors passed by the affirmative vote of at least eighty percent (80%) of all directors; or (ii) the election of a director or directors not endorsed by the Company's Board of Directors. The grant of this option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.
Hostile Takeover. Notwithstanding any other provision of this Agreement, if any portion of the Facilities are to be used to fund a hostile takeover, any Lender may refuse to fund its Participation with respect to such hostile takeover if the Lender reasonably determines, by providing such funding, that it may be placed in a conflict of interest.
Hostile Takeover. It will not enter into any transaction in the nature of a hostile Takeover with any other Person.
