Unvested Designated Sample Clauses

Unvested Designated. Options Held by Continuing Employees. Each Company Option that (i) was granted on May 16, 2018, (ii) is held by a Continuing Employee immediately prior to the Effective Time, and (iii) is unexpired, unexercised, outstanding immediately prior to the Effective Time and, for the avoidance of doubt, has not been repriced and cancelled pursuant to the Repricing (after giving effect to any Benefits Waiver) (each such Company Option, a “Designated Option”) shall not be assumed by Acquirer and shall instead be cancelled in exchange for a payment by Acquirer of an amount in cash equal to the product of (i) the aggregate number of shares of Company Common Stock that were subject to such Designated Option, whether vested or unvested, multiplied by (ii) the excess, if any, of the Per Share Cash Consideration over the applicable per share exercise price of such Designated Option (the “Designated Option Payment” ). The payment of cash pursuant to this Section 1.3(a)(iii)(C) in exchange for Designated Options shall be subject to the same restrictions and vesting arrangements that were applicable to such Designated Options immediately prior to or at the Effective Time and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment. Therefore, the Designated Option Payment in exchange for the Designated Options shall not automatically be payable by Acquirer at the Effective Time, and shall instead become payable by Acquirer on the date that such Designated Options would have become vested under the vesting schedule in place for such Designated Options at the Effective Time (subject to the restrictions and other terms of such vesting schedule (after giving effect to any Benefits Waiver)) and no vesting acceleration of Designated Option Payments shall occur by reason of the Merger or any subsequent event, such as termination of employment; provided that if such vesting conditions and terms are not satisfied and vesting ceases at any point after the Effective Time, Acquirer shall make no further Designated Option Payments and such remaining unvested Designated Option Payments will be forfeited. Acquirer shall make, or in its discretion shall cause the Surviving Corporation to make, all such required Designated Option Payments no later than the earlier of (1) fifteen Business Days following the date on which the corresponding Designated Option would have become vested under the service-based vesting schedule in place f...
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Related to Unvested Designated

  • Hiring Preference 1. In all hiring for bargaining unit positions, the Company shall, subject to its obligations under applicable equal employment opportunity laws and regulations, give consideration, to the full extent of interest, to the direct relatives (children, children-in-law, step-children, spouse, siblings, grandchildren, nieces and nephews) of Employees and retirees of the Company who meet reasonably established hiring criteria.

  • Disabled Employees' Preference Any employee covered by this Agreement who has given good and faithful service to the Employer and who, through advancing years or temporary disablement is unable to perform their regular duties, may be given the preference of any light work available at the salary payable at the time for the assigned position.

  • How do the RMD Rules Impact my Designated Beneficiary or Beneficiaries The RMD rules provide for the determination of your designated beneficiary or beneficiaries as of September 30 of the year following your death. Consequently, any beneficiary may be eliminated for purposes of calculating the RMD by the distribution of that beneficiary’s benefit, through a valid disclaimer between your death and the end of September following the year of your death, or by dividing your IRA account into separate accounts for each of several designated beneficiaries you may have designated.

  • Breaks in Continuous Service An employee's continuous service record shall be broken by voluntary resignation, discharge for just cause, and retirement.

  • Transition Period LVRT Standard The transition period standard applies to wind generating plants subject to FERC Order 661 that have either: (i) interconnection agreements signed and filed with the Commission, filed with the Commission in unexecuted form, finally executed as conforming agreements, or filed with the Commission as non-conforming agreements between January 1, 2006 and December 31, 2006, with a scheduled in-service date no later than December 31, 2007, or (ii) wind generating turbines subject to a wind turbine procurement contract executed prior to December 31, 2005, for delivery through 2007.

  • Termination/Access Restriction Friends of the Lakota Nation reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Colorado and you hereby consent to the exclusive jurisdiction and venue of courts in Colorado in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Friends of the Lakota Nation as a result of this agreement or use of the Site. Friends of the Lakota Nation's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Friends of the Lakota Nation's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Friends of the Lakota Nation with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Friends of the Lakota Nation with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Friends of the Lakota Nation with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

  • EMPLOYER RIGHTS - UNION RIGHTS Section 2.1 Members of the Union, except those meeting the requirements of Employer as defined herein, shall not contract for any electrical work by the hour, unit basis, lump sum or any other manner whatsoever.

  • Termination of Designation of Convalescent Care Beds (a) Notwithstanding section 6.3, the provisions in this section 6.5 apply to the termination of a designation of convalescent care Beds.

  • Termination of Registration Rights The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:

  • Termination Rights This Agreement may be terminated at any time prior to the Closing:

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