Special Vesting Acceleration. The restricted stock units subject to this Award shall immediately vest in full upon Participant’s continuation in Board service until the effective date of any Change in Control transaction. The vested Shares will be issued immediately upon such effective date or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days after such effective date. Alternatively, the Participant’s right to the Shares may, pursuant to the terms of the Change in Control transaction, be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of the Change in Control and distributed at the same time as such shareholder payments, but such distribution to Participant shall in all events be completed no later than the later of (i) the close of the calendar year in which such Change in Control is effected or (ii) the fifteenth (15th) of the third (3rd) calendar month following the effective date of that Change in Control.
Special Vesting Acceleration. The restricted stock units subject to this Award shall immediately vest in full upon Participant’s continuation in Board service until the effective date of any Change in Control transaction, and the Shares underlying those vested units shall be issued in accordance with Participant’s Deferral Election. Alternatively, the Participant’s right to the Shares may, pursuant to the terms of the Change in Control transaction, be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of the Change in Control. In such event, the consideration for the Shares shall be distributed to Participant in accordance with the distribution provisions of his or her Deferral Election.
Special Vesting Acceleration. (a) Should a Change in Control or Hostile Take-Over occur during the Participant’s period of service as a Board member, then the Restricted Stock Units at the time subject to this Award will vest immediately prior to (i) the closing of such Change in Control or (ii) the effective date of such Hostile Take-Over. The Shares subject to those vested units will be issued immediately upon such vesting (or otherwise converted into the right to receive the same consideration per share of Common Stock payable to the other stockholders of the Corporation in consummation of the Change in Control transaction).
(b) Should the Participant cease service as a Board member by reason of death or Permanent Disability, then the Restricted Stock Units at the time subject to this Award will vest immediately, and the Shares subject to those vested units will be issued on such vesting date or within thirty (30) days following such vesting date.
(c) This Agreement shall not in any way affect the right of the 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.
Special Vesting Acceleration. The restricted stock units subject to this Award shall immediately vest in full upon Participant's continuation in Board service until the effective date of any Change in Control transaction. The vested Shares will be issued immediately upon such effective date or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days after such effective date, or will otherwise be converted into the right to receive the same consideration per share of Common Stock payable to the holders of the Corporation's Common Stock in consummation of the Change in Control and distributed at the same time as such stockholder payments, but in no event shall the distribution to Participant be completed later than the later of (i) the close of the calendar year in which the Change in Control is effected or (ii) the fifteenth day of the third calendar month following the effective date of that Change in Control.
Special Vesting Acceleration. The restricted stock units subject to this Award shall immediately vest in full upon Participant’s continuation in Board service until the effective date of any Change in Control transaction. The vested Shares will be issued immediately upon such effective date or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days after such effective date, or will otherwise be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of the Change in Control and distributed at the same time as such stockholder payments.
Special Vesting Acceleration. (a) The Repurchase Right shall automatically terminate in its entirety, and all the Purchased Shares shall vest in full, (i) immediately prior to the consummation of any Corporate Transaction that occurs prior to Optionee's cessation of Service or (ii) upon the cessation of Optionee's Service as a result of an Involuntary Termination.
(b) The Repurchase Right shall automatically terminate as to one-half of the then Unvested Shares (calculated as of the time immediately prior to application of this Section D.6(b)) upon any termination of Optionee's employment with the Corporation for deemed Justification (as defined in the Employment Agreement) pursuant to Section 8(f)(ii) of the Employment Agreement.
Special Vesting Acceleration. (a) Should a Change in Control occur during Participant’s period of Service, then the Restricted Stock Units at the time subject to this Award will vest immediately prior to the closing of the Change in Control. The Shares subject to those vested units will be issued immediately upon such vesting (or otherwise converted into the right to receive the same consideration per share of Common Stock payable to the other stockholders of the Corporation in consummation of that Change in Control).
(b) Should Participant cease Service by reason of death or Permanent Disability, then the Restricted Stock Units at the time subject to this Award will vest immediately, and the Shares subject to those vested units will be issued as soon as administratively practicable following such cessation of Service.
(c) This Agreement shall not in any way affect the right of the 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.
Special Vesting Acceleration. The restricted stock units subject to each Substitute Award shall immediately vest in full upon Participant’s continuation in Board Service until the effective date of any Change in Control transaction, and the Shares underlying those vested units shall be issued in accordance with Participant’s Deferral Election for that Substitute Award. Alternatively, the Participant’s right to the Shares under each Substitute Award may, pursuant to the terms of the Change in Control transaction, be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of the Change in Control. In such event, the consideration for the Shares subject to each such Substitute Award shall be distributed to Participant in accordance with the distribution provisions of his or her Deferral Election for that Substitute Award.
Special Vesting Acceleration. The Repurchase Right shall automatically lapse in its entirety, and the Issued Shares shall immediately vest in full, upon (i) the consummation of any Change in Control transaction or (ii) Participant’s cessation of Service by reason of death or Permanent Disability.
Special Vesting Acceleration. (a) If Optionee ceases Service by reason of any Involuntary Termination, Optionee thereupon shall be deemed to be fully vested in all of the Purchased Shares (and none of the Purchased Shares shall be subject to the Repurchase Right).
(b) If the Repurchase Right is NOT assigned to a surviving or successor entity (or its parent) and is NOT otherwise continued in full force and effect pursuant to the terms of a Corporate Transaction, then the Repurchase Right shall terminate automatically in its entirety, and all the Purchased Shares shall vest in full, immediately prior to the consummation of such Corporate Transaction.
