Sale Events. In the event of a Sale Event, as defined in the ----------- attached Restricted Stock Agreement, any unvested tranches of Shares will be deemed Vested Shares as of the closing of such transaction (and the Repurchase and Section 4 of the attached Agreement shall no longer apply to such Shares). However, the vesting provisions set forth herein will not change upon an Initial Public Offering (as defined in the attached Restricted Stock Agreement) and the Repurchase under Section 3 of the attached Restricted Stock Agreement will remain in effect following any such event.
Sale Events. (a) If any Sale Event shall occur at any time that this Note shall remain outstanding (including, without limitation, to the extent that a portion of this Note remains outstanding following any conversion contemplated by Section 4 hereof), (x) the Company shall, no later than ten (10) business days prior to the closing of such Sale Event but no earlier than ninety days prior to the reasonably anticipated closing date of such Sale Event (as contemplated by any bona fide term sheet, letter of intent or similar indication of interest delivered to the Company by the proposed acquirer in respect of such Sale Event), deliver written notice (a “Sale Event Notice”) to the Holder of the occurrence of such Sale Event, which Sale Event Notice shall describe in reasonable detail the terms of such Sale Event (including, without limitation, (A) the cash amount payable in respect of each share of Common Stock in such Sale Event, (B) a description of any non-cash consideration payable in respect of each share of Common Stock in such Sale Event, (C) any other material terms and conditions of such Sale Event and (D) the anticipated date of the Sale Event, and (y) this Note shall, on the closing date of such Sale Event, automatically be repaid as provided in Section 4.4(a)(i) below or be converted as provided in Section 4.4(a)(ii) below. The Holder shall, by delivery of written notice thereof to the Company within five (5) business days after delivery of the Sale Event Notice referred to in clause (x) above, elect to either:
Sale Events. (a) Subject to the provisions of Section 4.4(b) below, if any Sale Event shall occur at any time that this Note shall remain outstanding, (x) the Company shall, no later than ten (10) business days prior to the closing of such Sale Event but no earlier than ninety days prior to the reasonably anticipated closing date of such Sale Event (as contemplated by any bona fide term sheet, letter of intent or similar indication of interest delivered to the Company by the proposed acquirer in respect of such Sale Event), deliver written notice (a “Sale Event Notice”) to the Holder of the occurrence of such Sale Event, which Sale Event Notice shall describe in reasonable detail the terms of such Sale Event, and (y) this Note shall, on the closing date of such Sale Event, automatically be repaid as provided in Section 4.4(a)(i) below or be converted as provided in Section 4.4(a)(ii) below. The Holder shall, by delivery of written notice thereof to the Company within five (5) business days after delivery of the Sale Event Notice referred to in clause (x) above, elect to either:
Sale Events. Upon the occurrence of any of the following events (each a "SALE EVENT"), the Corporation, AGS, SDS and/or HMS shall have the option to purchase all of the Shares of a Minority Stockholder (the "AFFECTED STOCKHOLDER"), at the Purchase Price and upon the Payment Terms, pursuant to the provisions of this Section 6:
Sale Events. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of this Stock Option, or the substitution of the Stock Option 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 price, 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 Stock Option, upon the effective time of the Sale Event, the Stock Option shall terminate. In such case, if the Stock Option is not exercisable immediately prior to the effective time of the Sale Event, the Stock Option shall become fully exercisable as of the effective time of the Sale Event in the Administrator’s discretion. 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 of the Stock Option in an amount equal to the difference between (A) the Sale Price multiplied by the Number of Option Shares (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of the 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 all outstanding shares of Stock under the Stock Option (to the extent then exercisable). If the Stock Option is assumed, continued or substituted in connection with a Sale Event, the Stock Option shall become fully vested and nonforfeitable if the Optionee is terminated without Cause by the Company (or its successor) in connection with, or within 12 months following, the Sale Event.
Sale Events. Upon the occurrence of a Sale Event, all of the Shares shall be deemed Vested Shares. However, the vesting provisions and the Repurchase set forth herein will remain in effect and not change upon an Initial Public Offering or other public offering.
Sale Events. (i) Section 4.1 of the Agreement is hereby amended and restated in its entirety as follows: “Section 4.1.
Sale Events. (a) Upon the occurrence of each Sale Event prior to the maturity of the New Loan and prior to WSI's acceleration of the 3C1 Note), a fee shall be due to WSI in accordance with the following schedule: DATE OF SALE EVENT FEE Prior to March 1, 1999 $20,000 After February 28 and prior to April 1, 1999 30,000 After March 31 but prior to May 1, 1999 40,000 After April 30, 1999 50,000 This fee shall be due and payable by 3C1 no later than three days following the occurrence of the Sale Event. If more than one Sale Event occurs prior to the maturity of the New Loan (and prior to WSI's acceleration of the 3C1 Note), the aggregate fees payable under this Paragraph 5(a) shall not exceed $50,000. 3C1 shall apply the net proceeds received from each Sale Event (after payment of any fee due to WSI under this Paragraph 5(a)) to repayment of the New Loan (to be applied in the following order: first to unpaid fees and expenses under this Agreement; then to accrued interest; and then to principal).
Sale Events. 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 of Restricted Stock Units, or the substitution of the Award of Restricted Stock Units 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 shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of the Award of Restricted Stock Units, upon the effective time of the Sale Event, the Restricted Stock Units shall become fully vested and then shall terminate following the issuance of the shares of Stock hereunder. In the event of such termination, the Company shall have the option (in its sole discretion and in lieu of the issuance of shares of Stock subject to the Restricted Stock Units) to make or provide for a cash payment to the Grantee in exchange for the cancellation of the Restricted Stock Units in an amount equal to the Sale Price multiplied by the number of shares of Stock subject to the Restricted Stock Units.
Sale Events. Upon the occurrence of a Sale Event in which the Company's assets or stock is acquired for consideration other than stock, the Company shall have the right, exercisable as of the closing of such Sale Event or within 30 days thereafter, to acquire all Restricted Shares held by the Grantee and any Permitted Transferees as of the effective date of such Sale Event at the per share purchase price specified in the introduction to this Agreement, subject to adjustment as provided above. In the event of a Sale Event involving an exchange of stock of the Company for stock of another company, the provisions of this Agreement, including the Repurchase and the vesting schedule set forth above, shall remain applicable to the Shares held by the Grantee. The Company shall have the right, exercisable in its discretion in connection with any Sale Event or otherwise, not to acquire some or all of the Restricted Shares and/or to accelerate vesting with respect to some or all of the Restricted Shares.
