Unvested Employee Continuation Options Sample Clauses

Unvested Employee Continuation Options. Each Unvested Employee Continuation Option that is unexpired, unexercised and outstanding immediately prior to the Effective Time, shall, on the terms and subject to the conditions set forth in this Agreement, be converted into and become an option with respect to Parent Common Shares, and Parent shall assume each such Unvested Employee Continuation Option, in accordance with the terms of the Company Equity Plans and/or option agreement by which it is evidenced (including the vesting schedule and any vesting acceleration for each such Unvested Employee Continuation Option, to the extent applicable and, in the case of any Unvested Employee Continuation Options that are Unvested 102 Trustee Continuation Awards, the specific Tax route under which the Company Option converted into the Continuation Option was granted), except that from and after the Effective Time: (A) each Unvested Employee Continuation Option assumed by Parent shall be assumed under an equity compensation plan of Parent which was filed for approval under the trustee capital gains route of Section 102 of the ITO, (B) each Unvested Employee Continuation Option assumed by Parent pursuant to the terms herein shall not include an “early exercise” provision, regardless of whether the original Unvested Employee Continuation Option included an “early exercise” provision, (C) each Unvested Employee Continuation Option assumed by Parent may be exercised solely for Parent Common Shares, (D) the number of Parent Common Shares subject to each Unvested Employee Continuation Option assumed by Parent shall be equal to the number of Continuation Shares subject to such Unvested Employee Continuation Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share and (E) the per-share exercise price of each such Unvested Employee Continuation Option assumed by Parent shall be adjusted by dividing the per-share exercise price of such Unvested Employee Continuation Option immediately prior to the Effective Time by the Exchange Ratio and rounding up to the nearest cent; provided, that with respect to any Unvested Employee Continuation Option outstanding immediately prior to the Effective Time that has a per-share exercise price equal to or exceeding the per-share Merger Consideration, such Unvested Employee Continuation Option shall not be assumed by Parent and shall automatically terminate as of the Effective Time such that the holder thereof shall have no ...
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Related to Unvested Employee Continuation Options

  • Continuation Options Subject to the provisions made in this Section 2.02(d), the Borrower may elect to continue all or any part of any LIBOR Loan beyond the expiration of the then current Interest Period relating thereto by giving advance notice as provided in Section 2.02(c) to the Administrative Agent (which shall promptly notify the Lenders) of such election, specifying the amount of such Loan to be continued and the Interest Period therefor. In the absence of such a timely and proper election, the Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan pursuant to Section 2.02(e). All or any part of any LIBOR Loan may be continued as provided herein, provided that (i) any continuation of any such Loan shall be (as to each Loan as continued for an applicable Interest Period) in amounts of at least $500,000 or any whole multiple of $250,000 in excess thereof and (ii) no Default shall have occurred and be continuing. If a Default shall have occurred and be continuing, each LIBOR Loan shall be converted to a Base Rate Loan on the last day of the Interest Period applicable thereto.

  • Conversion/Continuation Option (a) The Borrower may elect (i) at any time on any Business Day to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurodollar Rate Loans and (ii) at the end of any applicable Interest Period, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Loans for each Interest Period must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least (x) three Business Days’ prior written notice in the case of a conversion to, or continuation of, Eurodollar Rate Loans or (y) one Business Day’s prior written notice in the case of a conversion to Base Rate Loans, each such notice specifying, as applicable, (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to, or a continuation of, Eurodollar Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of such conversion.

  • Covered Termination “Covered Termination” shall mean Executive’s Constructive Termination or the termination of Executive’s employment by the Company other than for Cause.

  • Termination of Employment with Severance Benefits (a) The Executive shall be entitled to the severance benefits described in section 9(b) in the event that:

  • COBRA Continuation Coverage Upon the termination of Executive’s active employment with the Company, Executive shall be entitled to elect continued medical and dental insurance coverage in accordance with the applicable provisions of COBRA and the Company shall pay such COBRA premiums.

  • Salary Continuation If the Executive becomes totally disabled during the term of this Agreement, his full salary shall be continued for 360 days from the date of the disabling injury or onset of the disability illness.

  • Severance Compensation upon Termination of Employment If the Company shall terminate the Executive’s employment other than pursuant to Section 5(a), (b) or (c) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive as severance pay in a lump sum, in cash, on the fifth day following the Date of Termination, an amount equal to three (3) times the average of the aggregate annual compensation paid to the Executive during the three (3) fiscal years of the Company immediately preceding the Change of Control by the Company subject to United States income taxes (or, such fewer number of fiscal years if the Executive has not been employed by the Company during each of the preceding three (3) fiscal years).

  • Severance Period For purposes of this Agreement, “Severance Period” means the period of time commencing immediately after Executive’s separation of service from the Company through the date that is six (6) months following such separation date, plus an additional two (2) months for every fully completed Year of Service; provided, however, that in all cases the Severance Period will end no later than on the twelve (12)-month anniversary of the date of Executive’s termination of employment.

  • Conversion and Continuation Options (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

  • Continuation of Employment This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate the Participant’s employment at any time. The Participant’s employment shall continue to be on an “at-will” basis.

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