Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate, all Awards with time-based vesting, conditions or restrictions shall become fully vested and exercisable or nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating to the attainment of performance goals may become vested and exercisable or nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights (provided that, in the case of an Option or Stock Appreciation Right with an exercise price equal to or greater than the Sale Price, such Option or Stock Appreciation Right shall be cancelled for no consideration); or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee. The Company shall also have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied by the number of vested sh...
Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event as hereinafter defined, the portion of this Stock Option that is not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the Sale Event, unless the parties to the Sale Event agree that this Stock Option, together with all other outstanding stock options theretofore granted by the Company, will be assumed or continued by the successor entity. Upon the effective time of the Sale Event, this Stock Option shall terminate, unless provision is made in connection with the Sale Event in the sole discretion of the parties thereto for its assumption and continuation by the successor entity, or the substitution of a new stock option issued by the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise price, as such parties shall agree (after taking into account any acceleration hereunder). In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the Optionee in exchange for the cancellation hereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of Option Shares (to the extent then exercisable (after taking into account any acceleration hereunder) at prices not in excess of the Sale Price) and (B) the aggregate exercise price of this Stock Option; or (ii) the Optionee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise fully this Stock Option.
Mergers and Other Transactions. In connection with a Sale Event that constitutes a “change in the ownership” of the Company (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)) or a “change in ownership of a substantial portion of the assets” of the Company (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)), the Optionee shall be deemed to exercise this Stock Option in full by means of “net exercise” pursuant to Section 3(a)(iv) hereof immediately prior to the consummation of such Sale Event to the extent it is “in-the-money” and shall be entitled to receive the same type and amount of proceeds payable to each of the other shareholders of the Company in connection with such Sale Event, on a per-share basis, for each share of Stock issuable upon the deemed exercise of this Stock Option. Any portion of such payment that is subject to any escrow, holdback or similar arrangement pursuant to the terms of such Sale Event shall be paid in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(5)(iv) and shall otherwise be made in a manner in that is compliant with, or exempt from, Section 409A of the Code; provided that if such payment(s) cannot otherwise be made in compliance with this sentence, then such payment(s) shall be made without regard to any such escrow, holdback or similar arrangement. If the Stock Option is not “in-the-money” upon the consummation of a Sale Event described in this Section 8, it shall be terminated automatically without payment to the Optionee.
Mergers and Other Transactions. The Company agrees that, as a condition to any merger, consolidation or the sale of all or substantially all of its assets in exchange for securities of another company, it will require the surviving, consolidated or purchasing corporation to enter into an agreement to register the securities of such surviving, consolidated or purchasing corporation, to be received by the Stockholders, on substantially the same terms and provisions as are provided in this Agreement.
Mergers and Other Transactions. In the event that the Issuer becomes the subject of a merger or other corporate transaction of a type contemplated in the SPA, the Trustee shall comply with the requirements set forth for such event in the SPA so long as the SPA is still in effect at the time and the SPA Purchaser is not in default thereunder. If the SPA is no longer in effect or the SPA Purchaser is in default thereunder, the provisions of Section 5.1 or Section 5.2, as applicable, shall govern. ARTICLE CERTIFICATES
Mergers and Other Transactions. Except as the Administrator may otherwise specify with respect to the Award in the Award Certificate, in the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of the Award theretofore granted by the successor entity, or the substitution of such Award with a new Award of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of the Award, upon the effective time of the Sale Event, the Award shall terminate. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the grantee holding Stock Options, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Stock Options (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Stock Options; or (ii) the grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Stock Options (to the extent then exercisable) held by the grantee.
Mergers and Other Transactions. The Company agrees that, as a condition to any merger, consolidation or the sale of all or substantially all of its assets in exchange for securities of another entity, it will cause all future payments owed to Stockholder pursuant ot the Purchase Agreement to be made in cash..
Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of this Award, or the substitution of this Award with a new award of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares, as such parties will agree. To the extent the parties to the Sale Event do not provide for the assumption, continuation or substitution of this Award, upon the effective time of the Sale Event, this Award, to the extent outstanding, will terminate. In such case, this Award will become fully vested and nonforfeitable as of the effective time of the Sale Event, and there will be a payout to you within sixty (60) days following the Sale Event (unless a later date is required by Section 409A). In the event this Award is terminated, (i) the Company will have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to you, in exchange for the cancellation of this Award, an amount equal to the Sale Price multiplied by the number of shares of Stock then subject to this Award. If this Award is assumed by the successor entity or otherwise equitably continued or substituted in connection with a Sale Event, then if within one year after the effective date of the Sale Event, your employment with the Company or its successor is terminated in a manner that would entitle you to severance benefits under the Severance Plan, then this Award will fully vest as of the date of such termination, subject to executing and not revoking a separation agreement as contemplated by, and subject to the terms and conditions of, the Severance Plan.
Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of this Award, or the substitution of this Award with a new award of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares, as such parties will agree. To the extent the parties to the Sale Event do not provide for the assumption, continuation or substitution of this Award, upon the effective time of the Sale Event, this Award, to the extent outstanding, will terminate. In such case, to the extent this Award became eligible to vest in connection with a Sale Event as set forth in Exhibit B, it will become fully vested and nonforfeitable as of the effective time of the Sale Event, and there will be a payout to you within sixty (60) days following the Sale Event (unless a later date is required by Section 409A). In the event this Award is terminated, (i) the Company will have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to you, in exchange for the cancellation of this Award, an amount equal to the Sale Price multiplied by the number of shares of Stock then subject to this Award. If this Award is assumed by the successor entity or otherwise equitably continued or substituted in connection with a Sale Event, then if within one year after the effective date of the Sale Event, your employment with the Company or its successor is terminated in a manner that would entitle you to severance benefits under the Severance Plan, then this Award will fully vest as of the date of such termination, subject to executing and not revoking a separation agreement as contemplated by, and subject to the terms and conditions of, the Severance Plan.
Mergers and Other Transactions. 4 2.1 Merger of HSI into MergerSub..............................4 2.2 Merger of HP into MergerSub...............................7
