Possible Early Termination of Option Sample Clauses

Possible Early Termination of Option. Upon (or, as may be necessary to effectuate the purposes of the acceleration, immediately prior to) the occurrence of a Change in Control Event, the then-outstanding and otherwise unvested portion of the Option shall become fully vested. To the extent the Option is vested and not exercised in connection with or prior to (a) a dissolution of the Corporation, (b) an event described in Section 4.1 that the Corporation does not survive, or (c) the consummation of a Change in Control Event, the Option shall terminate, subject to any provision that has been made by the Corporation through a plan of reorganization or otherwise for the substitution, assumption, exchange or other settlement of the Option. For purposes of this Option Agreement, “Change in Control Event” means the consummation of a merger, consolidation, or other reorganization, with or into, or the sale of all or substantially all of the Corporation’s business and/or assets as an entirety to, one or more entities that are not Subsidiaries (a “Business Combination”), unless as a result of the Business Combination at least 50% of the outstanding securities voting generally in the election of directors of the surviving or resulting entity or a parent thereof (the “Successor Entity”) immediately after the reorganization are, or will be, owned, directly or indirectly, in substantially the same proportions, by shareholders of the Corporation immediately before the Business Combination.
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Possible Early Termination of Option. To the extent the Option is vested (after giving effect to any acceleration pursuant to Section 6(b)) and not exercised in connection with or prior to (1) a dissolution of the Corporation, (2) an event described in Section 6(a) that the Corporation does not survive, or (3) the consummation of a Change in Control Event approved by the Board, the Option shall terminate, subject to any provision that has been made by the Corporation through a plan or reorganization or otherwise for the substitution, assumption, exchange or other settlement of the Option.
Sample 1Sample 2
Possible Early Termination of Option. Upon the occurrence of a Change in Control Event, the Option (whether or not vested and/or exercisable, but after giving effect to any accelerated vesting required in the circumstances pursuant to this Section 4.12) shall terminate, subject to any provision that has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption, exchange or other continuation or settlement of the Option and provided that, in the event that the Option will not survive or be substituted for, assumed, exchanged, or otherwise continued or settled in the Change in Control Event, the Option will become fully vested and exercisable and the Optionee will be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise the Option in accordance with its terms before the termination of the Option (except that in no case shall more than ten days’ notice of accelerated vesting and the impending termination be required and any acceleration may be made contingent upon the actual occurrence of the event). For purposes of this Section 4.3, the Option shall be deemed to have been “assumed” if the Option continues after the Change in Control Event, and/or is assumed and continued by a Parent (as such term is defined in the definition of Change in Control Event) following a Change in Control Event, and confers the right to purchase, subject to vesting and the other terms and conditions of the Option, for each share of Common Stock subject to the Option immediately prior to the Change in Control Event, the consideration (whether cash, shares, or other securities or property) received in the Change in Control Event by the shareholders of the Corporation for each share of Common Stock sold or exchanged in such transaction (or the consideration received by a majority of the shareholders participating in such transaction if the shareholders were offered a choice of consideration); provided, however, that if the consideration offered for a share of Common Stock in the transaction is not solely the ordinary common stock of a successor corporation or a Parent, the Administrator may provide for the consideration to be received upon exercise of the Option, for each share subject to the Option, to be solely ordinary common stock of the successor corporation or a Parent equal in Fair Market Value to the per share consideration received by the shareholders participating in the Change in Control Eve...
Sample 1Sample 2
Possible Early Termination of Option. If the Option has been fully accelerated under Section 8.2 or has otherwise become exercisable but is not exercised prior to or simultaneously with (i) a dissolution of the Company, or (ii) an event described in Section 8.2(a) that the Company does not survive, or (iii) the consummation of an event described in Section 8.2(a) that results in a change of control approved by the Board, the Option shall thereupon terminate, subject to any provision that has been expressly made by the Board for the survival, substitution, exchange or other settlement of the Option.
Sample 1
Possible Early Termination of Option. Reference is made to that certain Key Executive Employment Agreement, with an effective date of December 13, 2004, by and between the Corporation and the Participant (the “Employment Agreement”). As provided in Section 7(b) of the Employment Agreement, if a “Change in Control” (as such term is defined in the Employment Agreement) occurs, the unvested portion of the Option shall immediately become fully vested. To the extent the Option is vested and not exercised in connection with or prior to (a) a dissolution of the Corporation, (b) an event described in Section 4.1 that the Corporation does not survive, or (c) the consummation of a Change in Control, the Option shall terminate, subject to any provision that has been made by the Corporation through a plan of reorganization or otherwise for the substitution, assumption, exchange or other settlement of the Option.
Sample 1

Related to Possible Early Termination of Option

  • Early Termination of Option The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of: • the termination of the Participant’s employment or services as provided in Section 5.6 of the Plan, or • the termination of the Option pursuant to Section 7.3 of the Plan.

  • Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees: a. all monthly fees through the life of the contract, including the rebate of any negotiated discounts; b. all fees associated with converting services to successor service provider; c. all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; d. all out-of-pocket costs associated with a-c above.

  • Automatic Early Termination provision of Section 6(a) will not apply to Party A and will not apply to Party B.

  • Early Termination Notice (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO, the Corporate Taxpayer shall deliver to the ITR Entity notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entity. The Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity has received such Schedule or amendment thereto unless the ITR Entity (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

  • Early Termination of Agreement This agreement may be terminated at any time upon a thirty (30) day written notice from either party, and without fault or claim for damages by either party.

  • Termination of Option (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates: (i) The Expiration Date; (ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and (iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”). (b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates: (i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and (iii) The date of the Optionee’s death or the Disability Determination Date, as applicable. (c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position. (d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.

  • Early Termination Right Tenant shall have the right, subject to the provisions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.

  • Orderly Termination Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all assets, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each Party.

  • Early Termination of Services Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. Recipient: Mead Johnson Nutrition (Spain) S.L. Provider: Bristol-Myers Squibb S.A. Point of Contact, Recipient: Leanne Metz Point of Contact, Provider: Loic Senechal Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  • Early Termination Benefit If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!