Reorganization Event. (a) Upon the occurrence of a Reorganization Event (as defined in the Plan) other than a liquidation or dissolution of the Company, if the Award is assumed or otherwise continued by the Company’s successor, the rights of the Company under this Award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Stock subject to the Award. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing this Award or any other agreement between a Participant and the Company, all restrictions and conditions on this Award then outstanding shall automatically be deemed terminated or satisfied. (b) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Arbinet Thexchange Inc), Restricted Stock Unit Award Agreement (Arbinet Thexchange Inc)
Reorganization Event. (a) Upon the occurrence of a Reorganization Event (as defined in the Plan) other than a liquidation or dissolution of the Company, if the Award is assumed or otherwise continued by the Company’s successor, the repurchase and other rights of the Company under this each outstanding Restricted Stock Award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Common Stock subject to the such Restricted Stock Award. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing this any Restricted Stock Award or any other agreement between a Participant and the Company, all restrictions and conditions on this Award all Restricted Stock Awards then outstanding shall automatically be deemed terminated or satisfied.
(b) This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Arbinet Thexchange Inc)
Reorganization Event. (a) Upon the occurrence of a Reorganization Event (as defined in the Plan) other than a liquidation or dissolution of the Company, if the Award is assumed or otherwise continued by the Company’s successor, the rights of the Company under this Award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Stock subject to the Award. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing this Award or any other agreement between a Participant and the Company, all restrictions and conditions on the SARs subject to this Award then outstanding shall automatically be deemed terminated or satisfiedfully vested and exercisable.
(b) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 1 contract
Samples: Stock Appreciation Rights Agreement (Arbinet Thexchange Inc)
Reorganization Event. (a) Upon the occurrence of a Reorganization Event (as defined in the Plan) other than a liquidation or dissolution of the Company, if the Award is assumed or otherwise continued by the Company’s successor, the rights of the Company under this Award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Stock subject to the Award. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing this Award or any other agreement between a Participant and the Company, all restrictions and conditions on this Award then outstanding shall automatically be deemed terminated or satisfied.
(b) This Award Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Arbinet Thexchange Inc)