Terminating Transactions. Upon the dissolution or liquidation of the Company, this Option shall terminate.
Terminating Transactions. Upon the dissolution or liquidation of the Company, this Option shall terminate. Upon the occurrence of any (i) merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “Terminating Transaction”), this Option shall terminate unless provision be made in writing in connection with such transaction for the assumption of the Option or the substitution for the Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option shall continue in the manner and under the terms so provided. If this Option shall terminate pursuant to the foregoing sentence, the person then entitled to exercise the Option shall have the right, at such time immediately prior to the consummation of the Terminating Transaction as the Company shall designate, to exercise this Option to the full extent not theretofore exercised, including any installments previously not exercisable prior to the Terminating Transaction. Adjustments under this section shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof shall be conclusive. No fractional shares of stock shall be issued under this Option or in connection with any such adjustment.
Terminating Transactions. Upon the dissolution or liquidation of the Company prior to the shares of Common Stock subject to this Award becoming 100% vested this Award shall terminate. Upon the occurrence of any (i) merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “Terminating Transaction”), this Award shall terminate unless provision be made in writing in connection with such transaction for the assumption of the Award or the substitution for the Award of a new Award covering the shares of Common Stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event this Award shall continue in the manner and under the terms so provided. If this Award shall terminate pursuant to the foregoing sentences, the shares subject to the Award shall be considered 100% vested at such time immediately prior to the consummation of the Terminating Transaction as the Company shall designate.
Terminating Transactions. Upon (i) the dissolution or liquidation of the Company, (ii) a reorganization, merger or consolidation of the Company (individually or collectively, a "Merger") with one or more corporations as a result of which the Company goes out of existence or becomes a subsidiary of another corporation, or (iii) the acquisition of all or substantially all of the assets or more than eighty percent (80%) of the then outstanding stock of the Company by another entity, Options granted under the Plan shall terminate unless provisions be made in writing in connection with such transaction for the assumption of such Options or the substitution for such Options of a new option covering the stock of a successor corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event such Options shall continue in the manner and under the term so provided.
Terminating Transactions. Upon the dissolution or liquidation of the Company prior to the Award becoming 100% vested, this Award shall terminate. Upon the occurrence of a Change in Control, this Award shall be considered 100% vested as of the date of the Change in Control and distribution will be made in the form and within the applicable time period described in Section 6; provided, however, that a distribution will only be made pursuant to this Section 11 if such Change in Control also constitutes a “change in control event” under Code Section 409A.
Terminating Transactions. We may refuse to enter into a Transaction, or we may Terminate a particular Transaction or all current Transactions that you have with us, without notice to you if you are in breach of your obligations under this Agreement or any Transaction including, without limitation:
(i) if you fail to make any payment when it is due, including the payment of any Advance Payment that hasbeen requested by us;
(ii) if you fail to provide any material information we have requested or any information you have given us is or becomes, in our opinion, materially inaccurate or misleading;
(iii) if we have reason to believe that a Transaction may be connected in some way with an illegal activity;
(iv) in the event of your death or loss of mental capacity;
(v) in the event that any step is taken for the making of a bankruptcy order against you;
(vi) if the performance of our obligations under this Agreement becomes illegal;
(vii) if a serious dispute has arisen between us;
(viii) if you terminate this Agreement in accordance with clause 8; or
(ix) if you breach a material term of this Agreement or of any Transaction.
Terminating Transactions. 10.1 Upon the occurrence of a Terminating Transaction, as hereinafter defined, the Plan shall automatically terminate. Upon the happening of a Terminating Transaction and the corresponding termination of the Plan, any Awarded Shares which have not yet vested (at the time of the Terminating Transaction and the corresponding termination of the Plan) shall ipso facto become vested in the respective Grantees.
Terminating Transactions. Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger or consolidation of the Corporation in which the Corporation shall not survive, or upon the sale of substantially all of the assets or more than eighty percent of the then outstanding stock of the Corporation to another corporation, this Incentive Option shall terminate, provided that in such event: (i) each optionee to whom no option has been tendered by the surviving corporation in accordance with all of the terms of provision (ii) immediately below, shall have the right, for a thirty-day period, to exercise, in whole or in part, any unexpired option or options issued to him/her, without regard to the installment provisions of Article 5(e) of the Plan or the installment provisions of this Option Agreement; or (ii) in its sole and absolute discretion, the surviving corporation may, but shall not be so obligated, tender to any optionee an option or options to purchase shares of the surviving corporation, and such new option or options shall contain such terms and provisions as shall be required substantially to preserve the rights and benefits of any option then outstanding under the Plan.
Terminating Transactions. 7.1. CEMG reserves the right to refuse to process any payment order/transaction if:
a) The client has failed to provide CEMG with material information when required or such information that the client provides is in CEMG'S reasonable determination materially incorrect or misleading;
b) The client is otherwise in breach of these terms and conditions, and where such a breach is capable of remedy, at CEMG's absolute determination, the client fails to remedy such breach within a reasonable time, when notified;
c) Should a Force Majeure event prevent CEMG to continue any Transaction, or if such Transaction, under those conditions, is to be carried out, if it would expose CEMG to a liability against which CEMG is not protected;
d) XXXX suspects of fraud;
e) CEMG is required to do so, on the instruction of any law enforcement or regulatory agency or other body with appropriate authority (in which case we may retain or otherwise deal with all or any of your money as we are required to do so by such agency or body).
Terminating Transactions. Upon the dissolution or liquidation of the Company prior to the Award becoming 100% vested this Award shall terminate. Upon the occurrence of a Change in Control (as defined in the Plan), this Award shall be considered 100% vested as of the date of the Change in Control, but the amount of any cash distribution of the Award shall be measured using the NASDAQ closing price per share for the Common Stock of the Company on the trading date immediately preceding the date of the Change in Control, plus interest at a reasonable rate of interest (determined in accordance with Treasury Regulation section 31.3121(v)(2)-1(d)(2)(i)(C)) until the date of distribution.
