Common use of Special Vesting Upon Jefferies-Advised Sale of Company Clause in Contracts

Special Vesting Upon Jefferies-Advised Sale of Company. (i) The Board of Directors of the Company has announced its intent to explore strategic alternatives to maximize shareholder value, including a sale of the company, and recently retained Jefferies & Company, Inc. as exclusive financial advisor to advise it in the sale process. A “Sale of the Company,” as defined in (iii) below, pursuant to a transaction for which Jefferies & Company, Inc. serves as advisor is referred to in this Agreement as a “Jefferies-Advised Sale.” (ii) Notwithstanding subparagraph Paragraph 2(a), above, if a Jefferies-Advised Sale occurs and the price paid per share of Common Stock in the transaction resulting from such Jefferies-Advised Sale equals or exceeds $10 per share, then from and after the occurrence of such Jefferies-Advised Sale, the restrictions comprising both the Vesting Date and Vesting Price Date components of the Restricted Period shall be deemed to be satisfied (as of the occurrence of such Jefferies-Advised Sale) with respect to all Shares underlying the Grant. (iii) Unless otherwise agreed to in writing by the Grantee and the Company prior to the applicable event, a “Sale of the Company” means the acquisition (other than from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its affiliates, or any employee benefit plan of the Company or its affiliates that acquires beneficial ownership of the Company) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 80% of either the then outstanding stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors of the Company.

Special Vesting Upon Jefferies-Advised Sale of Company. (i) The Board of Directors of the Company (the “Board”) has announced its intent to explore strategic alternatives to maximize shareholder value, including a sale of the companyCompany, and recently retained Jefferies & Company, Inc. as exclusive financial advisor to advise it in the sale process. A “Sale of the Company,” as defined in (iii) below, pursuant to a transaction for which Jefferies & Company, Inc. serves as advisor is referred to in this Agreement as a “Jefferies-Advised Sale.” (ii) Notwithstanding subparagraph Paragraph 2(a), above, if a Jefferies-Advised Sale occurs and the price paid value of the consideration per share of Common Stock (to include, for purposes of this Xxxxxxxxx 0, Xxxxxx Xxxxx and Class A Common Stock of the Company) in the transaction resulting from such Jefferies-Advised Sale equals or exceeds $10 per shareshare (with any non-cash consideration valued at fair market value), then from and after the occurrence of such Jefferies-Advised Sale, the restrictions comprising both the Vesting Date and Vesting Price Date components of the Restricted Period shall be deemed to be satisfied (as of the occurrence of such Jefferies-Advised Sale) with respect to all Shares underlying the Grant. (iii) Unless otherwise agreed to in writing by the Grantee and the Company prior to the applicable event, a “Sale of the Company” means the occurrence of both (A) approval or recommendation by the Board of the Company of a transaction that the Board determines is designed to result, directly or indirectly, in the acquisition (other than from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its affiliates, or any employee benefit plan of the Company or its affiliates that acquires beneficial ownership of the Company) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 80% all of either the then outstanding Common Stock of the Company and (B) closing of such transaction, regardless of the percentage of Common Stock actually sold in the transaction. For purposes of determining whether a Sale of the Company has occurred, any outstanding stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally be exchanged in the election transaction for stock of directors of an acquiring or surviving entity shall be treated as being acquired in the Companytransaction by such individual, entity or group.

Special Vesting Upon Jefferies-Advised Sale of Company. (i) The Board of Directors of the Company (the “Board”) has announced its intent to explore strategic alternatives to maximize shareholder value, including a sale of the companyCompany, and recently retained Jefferies & Company, Inc. as exclusive financial advisor to advise it in the sale process. A “Sale of the Company,” as defined in (iii) below, pursuant to a transaction for which Jefferies & Company, Inc. serves as advisor is referred to in this Agreement as a “Jefferies-Advised Sale.” (ii) Notwithstanding subparagraph Paragraph 2(a), above, if a Jefferies-Advised Sale occurs and the price paid value of the consideration per share of Common Stock (to include, for purposes of this Xxxxxxxxx 0, Xxxxxx Xxxxx and Class A Common Stock of the Company) in the transaction resulting from such Jefferies-Advised Sale equals or exceeds $10 [*] per shareshare (with any non-cash consideration valued at fair market value), then from and after the occurrence of such Jefferies-Advised Sale, the restrictions comprising both the Vesting Date and Vesting Price Date components of the Restricted Period shall be deemed to be satisfied (as of the occurrence of such Jefferies-Advised Sale) with respect to all Shares underlying the Grant. (iii) Unless otherwise agreed to in writing by the Grantee and the Company prior to the applicable event, a “Sale of the Company” means the occurrence of both (A) approval or recommendation by the Board of the Company of a transaction that the Board determines is designed to result, directly or indirectly, in the acquisition (other than from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its affiliates, or any employee benefit plan of the Company or its affiliates that acquires beneficial ownership of the Company) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 80% all of either the then outstanding Common Stock of the Company and (B) closing of such transaction, regardless of the percentage of Common Stock actually sold in the transaction. For purposes of determining whether a Sale of the Company has occurred, any outstanding stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally be exchanged in the election transaction for stock of directors of an acquiring or surviving entity shall be treated as being acquired in the Companytransaction by such individual, entity or group.

Special Vesting Upon Jefferies-Advised Sale of Company. (i) The Board of Directors of the Company (the “Board”) has announced its intent to explore strategic alternatives to maximize shareholder value, including a sale of the companyCompany, and recently retained Jefferies Xxxxxxxxx & Company, Inc. as exclusive financial advisor to advise it in the sale process. A “Sale of the Company,” as defined in (iii) below, pursuant to a transaction for which Jefferies & Company, Inc. serves as advisor is referred to in this Agreement as a “Jefferies-Advised Sale.” (ii) Notwithstanding subparagraph Paragraph 2(a), above, if a Jefferies-Advised Sale occurs and the price paid value of the consideration per share of Common Stock (to include, for purposes of this Xxxxxxxxx 0, Xxxxxx Xxxxx and Class A Common Stock of the Company) in the transaction resulting from such Jefferies-Advised Sale equals or exceeds $10 per shareshare (with any non-cash consideration valued at fair market value), then from and after the occurrence of such Jefferies-Advised Sale, the restrictions comprising both the Vesting Date and Vesting Price Date components of the Restricted Period shall be deemed to be satisfied (as of the occurrence of such Jefferies-Advised Sale) with respect to all Shares underlying the Grant. (iii) Unless otherwise agreed to in writing by the Grantee and the Company prior to the applicable event, a “Sale of the Company” means the occurrence of both (A) approval or recommendation by the Board of the Company of a transaction that the Board determines is designed to result, directly or indirectly, in the acquisition (other than from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its affiliates, or any employee benefit plan of the Company or its affiliates that acquires beneficial ownership of the Company) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 80% all of either the then outstanding Common Stock of the Company and (B) closing of such transaction, regardless of the percentage of Common Stock actually sold in the transaction. For purposes of determining whether a Sale of the Company has occurred, any outstanding stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally be exchanged in the election transaction for stock of directors of an acquiring or surviving entity shall be treated as being acquired in the Companytransaction by such individual, entity or group.

Special Vesting Upon Jefferies-Advised Sale of Company. (i) The Board of Directors of the Company has announced its intent to explore strategic alternatives to maximize shareholder value, including a sale of the company, and recently retained Jefferies & Company, Inc. as exclusive financial advisor to advise it in the sale process. A “Sale of the Company,” as defined in (iii) below, pursuant to a transaction for which Jefferies & Company, Inc. serves as advisor is referred to in this Agreement as a “Jefferies-Advised Sale.” (ii) Notwithstanding subparagraph Paragraph 2(a), above, if a Jefferies-Advised Sale occurs and the price paid per share of Common Stock in the transaction resulting from such Jefferies-Advised Sale equals or exceeds $10 [*] per share, then from and after the occurrence of such Jefferies-Advised Sale, the restrictions comprising both the Vesting Date and Vesting Price Date components of the Restricted Period shall be deemed to be satisfied (as of the occurrence of such Jefferies-Advised Sale) with respect to all Shares underlying the Grant. (iii) Unless otherwise agreed to in writing by the Grantee and the Company prior to the applicable event, a “Sale of the Company” means the acquisition (other than from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its affiliates, or any employee benefit plan of the Company or its affiliates that acquires beneficial ownership of the Company) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 80% of either the then outstanding stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors of the Company.