Immediate Vesting. Upon the expiration of the Agreement for any reason other than a termination for Cause under paragraph 17 or upon a “Change of Control” of CPA®:17 (as defined below), all Shares granted to the Advisor hereunder shall vest immediately and all restrictions shall lapse. For purposes of this Schedule A, a “Change of Control” of CPA: 17 shall be deemed to have occurred if there has been a change in the ownership of CPA: 17 of a nature that would be required to be reported in response to the disclosure requirements of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as enacted and in force on the date hereof, whether or not CPA: 17 is then subject to such reporting requirements; provided, however, that, without limitation, a Change of Control shall be deemed to have occurred if:
(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than CPA: 17, any of its subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of CPA: 17 or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 14b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of CPA: 17 representing 25% or more of either (A) the combined voting power of CPA: 17’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) or (B) the then outstanding common stock of CPA: 17 (in either such case other than as a result of acquisition of securities directly from CPA: 17);
(ii) persons who, as of the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of CPA: 17 subsequent to the date hereof whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors shall be considered an Incumbent Director; or
(iii) the stockholders of CPA: 17 shall approve (A) any consolidation or merger of CPA: 17 or any subsidiary where the stockholders of CPA: 17, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger,...
Immediate Vesting. The DSUs are immediately fully vested and nonforfeitable.
Immediate Vesting. In consideration of the assistance provided by the Executive in anticipation of a Change in Control (as defined below), all outstanding Options, restricted stock awards, phantom stock and other equity-based awards previously granted to the Executive, if any, shall immediately vest upon a Change in Control, subject to the Board's discretion to require the cancellation of such equity interest in exchange for a cash payment.
Immediate Vesting. A Participant is 100% vested upon Plan participation.
Immediate Vesting. This Warrant shall be exercisable with respect to Warrant Shares immediately upon its issuance.
Immediate Vesting. 100% Vested at all times.
Immediate Vesting. 100% immediate Vesting;
Immediate Vesting. All rights and licenses granted pursuant to this Article 4 shall vest immediately when the relevant invention is made, the relevant information, data or material is generated and/or the relevant Material is produced during the Research Program. * Confidential treatment requested
Immediate Vesting. Effective as of the date of this Amendment, all of the unvested stock options shown on Exhibit A to this Amendment shall be fully vested and exercisable for the remaining term of the options in accordance with and subject to the terms and conditions of the Plan and the Option Agreement.
