No Accelerated Vesting. Notwithstanding Section 7(b)(2) of the Plan, the Restricted Stock Units shall not vest or become non-forfeitable upon the occurrence of an Acceleration Event unless the Committee, in its absolute discretion, determines otherwise after the Grant Date.
No Accelerated Vesting. Notwithstanding Section 7(b)(2) of the Plan, the Performance Shares shall not vest or become non-forfeitable upon the occurrence of an Acceleration Event unless the Committee, in its absolute discretion, determines otherwise after the Grant Date.
No Accelerated Vesting. The Parties hereto acknowledge and agree that in no event shall the vesting of any SpinCo Equity Awards and/or RemainCo Equity Awards, in any case, accelerate solely by reason of the transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement.
No Accelerated Vesting. The Parties hereto acknowledge and agree that in no event shall the vesting of any Integra Equity Awards or SeaSpine Equity Awards, in any case, accelerate solely by reason of the transactions or events contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement.
No Accelerated Vesting. The Parties hereto acknowledge and agree that in no event shall the vesting of any Share Unit Award or RSU Award, in any case, accelerate solely by reason of the transactions or events contemplated by the Separation Agreement, this Agreement or an Ancillary Agreement or any transfer of employment between the InvenTrust Entities and the Highlands Entities.
No Accelerated Vesting. The Parties hereto acknowledge and agree that in no event shall the vesting of any Demand Media Options, Rightside Options, Demand Media RSUs and/or Rightside RSUs, in any case, accelerate solely by reason of the transactions or events contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement.
No Accelerated Vesting. Except as (i) required pursuant to Section 5.3(iii) of the Employment Agreement between Aviv Asset Management, L.L.C. and Xxxx Xxxxxx effective November 8, 2013, (ii) provided in any written agreement between a Participant and the Company with respect to which Parent has given its written consent, (iii) provided in any written agreement between a Participant and the Parent, (iv) provided in the change in control severance agreements and transition agreements approved for the employees listed in Schedule 5.1(b)(xvii) to the Company Disclosure Schedule, or (v) as otherwise provided in this Section 2.4, there shall be no acceleration of vesting of any awards granted under the Company Equity Plans before the Closing Date as a result of the Closing or any Participant’s termination of employment or service. All Company RSUs described in Section 2.4(d)(ii) that are in effect as of the Closing Date for any Participant who is employed or engaged by the Company or a Company Subsidiary as of the Closing Date and continues to be employed or engaged by Parent or a Parent Subsidiary immediately following the Closing Date shall, if such award has not previously expired, vest 100% if the employment or service of the Participant is terminated by Parent without Cause before the first anniversary of the Closing Date. For purposes of this Section 2.4(e), “Cause” means the occurrence of any of the following events: (i) refusal or failure by the employee to follow a lawful direction of the Chief Executive Officer of Parent or other employee of Parent or a Parent Subsidiary who is the employee’s supervisor or failure to perform any material duties of employment, in each case as reasonably determined by Parent and after written notice of such failure is provided to the Participant (excluding any failure, other than repeated failures, which is remedied by the Participant within ten days after written notice of such failure); (ii) willful misconduct or willful disregard by the Participant of his duties or with respect to the interest or material property of Parent or a Parent Subsidiary; (iii) disclosure by the employee to an unauthorized person of confidential or proprietary information of the Company or Parent or any of their affiliates; (iv) any act by the Participant of fraud against, misappropriation from, or significant dishonesty to either the Company or Parent or an affiliate of either; (v) commission by the Participant of a felony or a misdemeanor involving moral turpitude...
No Accelerated Vesting. The Parties hereto acknowledge and agree that the vesting of any Questar Options, QEP Options, Questar Restricted Shares and QEP Restricted Shares shall not accelerate by reason of the transactions contemplated by the Separation Agreement and this Agreement.
No Accelerated Vesting. Notwithstanding Section 4(a)(iv) or Section 4(b) of the Plan, no unvested Options or Shares of Restricted Stock held by the Optionholder shall become vested and exercisable following a Sale Event and termination of service.
No Accelerated Vesting. In the event of a sale transaction (as such term is defined in Section 6(l) of the Bank Northwest Employee Stock Option Plan, as amended), the vesting of this Option will not be accelerated and this Option will continue to vest as provided in Section 1.2."
2. Except as expressly provided in this Amendment, the Original Agreement will remain in full force and effect.
