Shareholder Approval Condition. To the extent that any portion of either or both of the Special Closing Payment and the Contingent Additional Payment would be an “excess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations thereunder) (any such portions, the “Potential Parachute Payments”), then payment of the Potential Parachute Payments shall be subject to, and conditioned upon, shareholder approval of the Special Closing Payment and the Contingent Additional Payment obtained in accordance with the requirements of Section 280(G)(b)(5) of the Code, and the regulations promulgated thereunder (which approval may only be effectively obtained in connection with the disclosure of the Transaction to the Company’s stockholders). For the avoidance of doubt, the payment of the portions of the Special Closing Payment and Contingent Additional Payment that are not Potential Parachute Payments are not subject to or conditioned upon obtaining such shareholder approval.
Shareholder Approval Condition. Notwithstanding anything to the contrary contained herein or in the Plan and pursuant to Section 17 of the Plan, this Award is expressly conditioned on the Plan being approved by the shareholders of the Company. Accordingly, you may not exercise this Option until such approval has been obtained, and this Award shall become null, void, and of no force or effect if such approval is not received within the period set forth in Section 17 of the Plan.
Shareholder Approval Condition. Notwithstanding anything to the contrary contained herein or in the Plan and pursuant to Section 20 of the Plan, this Award Agreement is expressly conditioned on the Plan being approved by the shareholders of the Company. Accordingly, no Shares shall be delivered hereunder until such approval has been obtained, and this Award Agreement shall become null, void, and of no force or effect if such approval is not received within the period set forth in Section 20 of the Plan.
Shareholder Approval Condition. The grant of RSUs hereunder, the Grant Notice and this Agreement are subject to approval of the Plan by the stockholders of the Company in accordance with Section 14.3 of the Plan. If such stockholder approval is not obtained, the grant of RSUs hereunder, the Grant Notice and this Agreement shall automatically terminate and become null and void and be of no further force or effect.
Shareholder Approval Condition. The grant of Performance Shares hereunder, the Grant Notice and this Agreement are subject to approval of the Plan by the stockholders of the Company in accordance with Section 14.3 of the Plan. If such stockholder approval is not obtained, the grant of Performance Shares hereunder, the Grant Notice and this Agreement shall automatically terminate and become null and void and be of no further force or effect.
Shareholder Approval Condition. The Company shall use its reasonable best efforts to cause the Shareholder Approval Condition to be satisfied following the Initial Closing.
Shareholder Approval Condition. AII shall utilize its reasonable best efforts to cause the Shareholder Approval Condition to be met on or before April 15, 2011. AII shall provide to Cyrano promptly upon receipt copies of all documents and agreements and other related information relating to AII meeting the Shareholder Approval Condition.
