Replacement of Award on Change in Control Sample Clauses

Replacement of Award on Change in Control. In the event of a Change in Control, the Restricted Shares shall be converted into restricted Pubco Shares (as defined below) or shall be forfeited and replaced with the right to receive cash, as follows:
Sample 1
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Replacement of Award on Change in Control. [(i) [Subject to Section 3(b)[(ii)] below, if] [If] a Change in Control occurs and the Participant does not experience a Termination of Service at any time prior to such Change in Control, the Performance Condition shall be deemed satisfied at [200%][100%] as of the date of such Change in Control and, following such Change in Control, (x) [insert applicable fraction] of the [Target] RSUs will vest in the event that any anniversary of [the Grant Date] [insert applicable vesting commencement date] occurs during the first year after such Change in Control, and (y) all of the remaining [Target] RSUs will fully vest on the earlier of (A) [insert applicable vesting date], if the Participant does not experience a Termination of Service at any time prior to such date, and (B) the Participant’s Termination of Service due to the Participant’s death or Disability[, by the Company or any Affiliate without Cause or by the Participant for Good Reason].] [In the event of a Change in Control, [the Performance Condition shall be deemed satisfied at 200% as of the date of such Change in Control, and] this Award shall cease to represent the right to receive Shares and shall instead represent the right to receive Pubco Shares (as defined below) or cash, as follows:
Sample 1
Replacement of Award on Change in Control. In the event of a Change in Control, this Award shall cease to represent the right to receive Shares
Sample 1
Replacement of Award on Change in Control. [(i) If a Change in Control occurs and the Participant does not experience a Termination of Service at any time prior to such Change in Control, the Performance Condition shall be deemed satisfied at 100% as of the date of such Change in Control and, following such Change in Control, (x) [insert applicable fraction] of the Target RSUs will vest in the event that any anniversary of [the Grant Date] [insert applicable vesting commencement date] occurs during the first year after such Change in Control, and (y) all of the remaining Target RSUs will fully vest on the earlier of (A) [insert applicable vesting date], if the Participant does not experience a Termination of Service at any time prior to such date, and (B) the Participant’s Termination of Service due to the Participant’s death or Disability, by the Company or any Affiliate without Cause or by the Participant for Good Reason.] [In the event of a Change in Control, this Award shall cease to represent the right to receive Shares and shall instead represent the right to receive Pubco Shares (as defined below) or cash, as follows:
Sample 1

Related to Replacement of Award on Change in Control

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Acceleration of Vesting Upon Change in Control Effective at the time of a Change in Control, all unvested stock options and stock previously issued to Executive as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all options, such that the underlying shares will be considered outstanding at the time of the Change in Control.

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • Termination of Award In the event that the Employee shall forfeit all or a portion of the restricted stock units subject to the Award, the Employee shall promptly return this Agreement to the Company for cancellation. Such cancellation shall be effective regardless of whether the Employee returns this Agreement.

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

  • Change in Control Defined For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

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