Vesting Change in Control. The term “Vesting Change in Control” shall mean the date of a Change in Control where this Performance-Based Restricted Stock Unit Award is terminated pursuant to Section 7(b) of this Agreement.
Vesting Change in Control. The Committee, in its sole discretion, may accelerate the end of the Restricted Period.
Vesting Change in Control. If the Performance Period ends due to the occurrence of a Change in Control and:
Vesting Change in Control. Unless otherwise determined by the Committee, the unvested portion of the Option shall not automatically vest upon a Change in Control. Notwithstanding the foregoing, the Option shall vest in full upon a Qualifying Termination (as defined in Section 5(c)).
Vesting Change in Control. In the event of a “Change in Control” (as defined in the Corporation’s 1998 Long Term Incentive Plan, as amended, that is in effect as of December 31, 2008, and any successor thereto), shares under the Award (i.e., all Post-409A Shares and non-Post-409A Shares) shall vest in accordance with the 1998 Plan or its successor. Share certificates for the number of shares covered by the vested portion of the Employee’s Award comprised of Post-409A Shares shall be issued and delivered to the Employee not later than the 15th day of the third month of the calendar year immediately following the calendar year in which such change in control occurred.”
Vesting Change in Control. If a Change in Control occurs during the Vesting Period and:
Vesting Change in Control. The term “Vesting Change in Control” shall mean the date of a Change in Control where this Performance-Based Restricted Stock Unit Award is terminated pursuant to Section 7(b) of this Agreement. Assured Guaranty Ltd. Participant If the Covered Units constitute nonqualified deferred compensation subject to Code section 457A and the date on which the Covered Units are no longer treated as subject to a substantial risk of forfeiture for purposes of Code section 457A (“457A Delivery Date”) occurs prior to the Delivery Date or a Vesting Change in Control, then, in addition to the terms of the Agreement and the Plan, the terms of this Exhibit A shall apply.
Vesting Change in Control. Subject to Section 7 below, the Award shall vest and become nonforfeitable as set forth on the cover page of this Agreement. Notwithstanding any other provision herein or in the Plan, the Award, to the extent not then vested, shall become fully vested upon a Change in Control (as defined in Exhibit A attached hereto); provided, however, that such acceleration provision shall not apply if two-thirds or more of the Incumbent Directors (as defined in Exhibit A) then in office specifically determine in advance of the Change in Control that the Award shall not accelerate and shall continue in accordance with the terms hereof.
Vesting Change in Control. (a) Subject to the terms and conditions of this Agreement, the Shares shall vest in Participant according to the following schedule: 25% on March 31, 1996, 25% on March 31, 1997 and 50% on August 31, 1998, if Participant remains continuously employed by the Company or any of its subsidiaries until such respective dates. The portion of the Shares that vest on March 31, 1996 shall remain subject to the transfer restrictions set forth in Section 4(b).
(b) Notwithstanding the foregoing, in the event of a Change in Control (as defined below) prior to the vesting of the Shares, all Shares shall vest in full in Participant as of the date of such Change in Control if Participant has been continuously employed by the Company or any of its subsidiaries until the date of such Change in Control.
(c) For purposes of this Agreement, "Change in Control" shall mean: (i) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirement; or (ii) the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that such person has become the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; provided, however, that notwithstanding the foregoing, no Change of Control shall be deemed to have occurred for purposes of this Agreement by reason of ownership of 30% or more of the total voting capital stock of the Company then issued and outstanding by any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of the Common Stock organized, appointed or established for, or pursuant to the terms of, any such plan (any such person or entity described in this proviso is referred to herein as a "Company Entity"); or (iii) the announcement of a tender offer by any person or entity (other than a Company Entity) for 30% or more of the Company's voting capital stock then issued and outstanding, which tender offer has...
Vesting Change in Control
