Impact of Event. In the event of a "Change in Control" of the Company, as defined in Section 6(b), the following provisions shall apply in addition to the other provisions of this Agreement:
Impact of Event. In the event of a "Change of Control" as defined --------------- in Section 15(b), the following provision shall apply:
Impact of Event. In the event of a "Change in Control" as defined in Section 9(b), the Committee or the Board may provide that one or more of the following acceleration and valuation provisions shall apply:
Impact of Event. In the event of a "Change in Control" (as defined in Section 9(b) below) or a "Potential Change in Control" (as defined in Section 9(c), below), but with respect to a "Potential Change of Control", only if and to the extent so determined by the Committee, the Option shall immediately vest and become exercisable as to all of the shares underlying the Option, provided that the Optionee's employment by the Company or any Subsidiary has not terminated prior to such Change in Control or Potential Change in Control and provided that such "Change in Control" or Potential Change in Control" event is not a "Rule 13e-3 transaction" as defined in Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended. (b) Definition of "Change in Control". For the purposes of Section 9(a), a "Change in Control" means the happening of any of the following: (i) any person or entity, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, other than the Company or a wholly-owned subsidiary or an officer thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company's securities having 35% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company's securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the Company first elected during such period wa...
Impact of Event. Notwithstanding any other provision of the Plan to the contrary and unless otherwise specifically provided in an Agreement, in the event of a Participant’s Termination of Employment by the Company or its Successor without Cause or by the Participant with Good Reason (after having given written notice to the Company of the grounds for Termination of Employment for Good Reason, which grounds specified in the written notice have not been cured by the Company within 90 days of the written notice) within six months preceding or two years following a Change in Control:
Impact of Event. Upon the occurrence of an Extraordinary Event (as defined below), the Grantee shall have the right, exercisable during the 90 day period preceding the occurrence of the Extraordinary Event to exercise in whole or in part his SAR without respect to the vesting provisions of this SAR Agreement, on the condition, however, that the Extraordinary Event actually occurs, and if the Extraordinary Event actually occurs, such exercise shall be deemed effective (and, if applicable, the Grantee shall be deemed a stockholder with respect to the Purchased Shares, if any), immediately preceding the occurrence of the Extraordinary Event (or the date of record for stockholders entitled to share in such Extraordinary Event, if a record date is set).
Impact of Event. In the event of a Change in Control, the following shall apply:
Impact of Event. In the event of a Change in Control prior to the Employee's Termination of Employment, the following shall apply:
Impact of Event. Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided in an Agreement, in the event of a Change in Control (as defined in Section 8.2):
Impact of Event. Notwithstanding any other provision of the Plan to the contrary, but subject to Section 13.2, and unless otherwise specifically provided in an Agreement, in the event of a Participant’s Termination of Employment by the Company without Cause (or in such other circumstances as provided for in an Agreement) within six months preceding or two years following a Change in Control:
