Common use of Vesting of Performance Units Clause in Contracts

Vesting of Performance Units. The Performance Units will vest upon the earlier of (a) the date of a Change of Control, and (b) April 27, 2008, provided that the Performance Objective is met, and, provided further that the Participant remains a director (or is deemed by Section 4 to remain a director) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 to have been) continuously so appointed since the date hereof. Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled. For the purposes of this Section 3, the date of a Change of Control means the date on which any one of the following occurs: (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Ipsco Inc)

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Vesting of Performance Units. The Performance Units will vest upon the earlier of (a) the date of a Change of Control, and (b) April 27June 30, 20082006, provided that the Performance Objective is met, and, provided further that the Participant remains a director (or is deemed by Section 4 to remain a director) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 to have been) continuously so appointed employed since the date hereofGrant Date. Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled. For the purposes of this Section 3, the date of a Change of Control means the date on which any one of the following occurs: (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Ipsco Inc)

Vesting of Performance Units. The Performance Units will vest upon the earlier of (a) the date of a Change of Control, and (b) April 27June 30, 20082006, provided that the Performance Objective is met, and, provided further that the Participant remains a director is employed (or is deemed by Section 4 to remain a directorbe employed) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 to have been) continuously so appointed employed since the date hereofCommencement Date. Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled. For the purposes of this Section 3, the date of a Change of Control means the date on which any one of the following occurs: (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Ipsco Inc)

Vesting of Performance Units. The Performance Units will vest upon the earlier of (a) the date of a Change of Control, and (b) April 2728, 20082007, provided that the Performance Objective is met, and, provided further that the Participant remains a director (or is deemed by Section 4 to remain a director) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 to have been) continuously so appointed since the date hereof. Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled. For the purposes of this Section 3, the date of a Change of Control means the date on which any one of the following occurs: (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Ipsco Inc)

Vesting of Performance Units. The Performance Units will vest (the “Vesting Date”) upon the earlier of: (a) the date of a Change of Control, and; (b) April 27July 28, 20082009, provided that the Performance Objective is met, ; and, provided further that the Participant remains a director is employed (or is deemed by Section 4 7 to remain a directorbe employed) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 7 to have been employed) employed by the Company or a Subsidiary by the Vesting Date, or has been (or is deemed by Section 8 to have been) continuously so appointed employed since the date hereof. Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled. For the purposes of this Section 35, the date of a Change of Control means the date on which any one of the following occurs: (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act Act, 1988 (Saskatchewan)) as amended from time to time, of 20% or more of the outstanding Common Shares of the CompanyCorporation, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the CompanyCorporation’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (Aa) a complete liquidation or dissolution of the Company Corporation or (Bb) a sale or other disposition of all or substantially all of the assets of the CompanyCorporation, or a transaction having a similar effect. For purposes of clause (iii) above, if an individual or entity owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Ipsco Inc)

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Vesting of Performance Units. The Performance Units will vest (the “Vesting Date”) upon the earlier of: (a) the date of a Change of Control, and; (b) April 27August 5, 2008, provided that the Performance Objective is met, ; and, provided further that the Participant remains a director is employed (or is deemed by Section 4 7 to remain a directorbe employed) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 7 to have been employed) employed by the Company or a Subsidiary by the Vesting Date, or has been (or is deemed by Section 8 to have been) continuously so appointed employed since the date hereof. Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled. For the purposes of this Section 35, the date of a Change of Control means the date on which any one of the following occurs: (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act Act, 1988 (Saskatchewan)) as amended from time to time, of 20% or more of the outstanding Common Shares of the CompanyCorporation, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the CompanyCorporation’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (Aa) a complete liquidation or dissolution of the Company Corporation or (Bb) a sale or other disposition of all or substantially all of the assets of the CompanyCorporation, or a transaction having a similar effect. For purposes of clause (iii) above, if an individual or entity owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Ipsco Inc)

Vesting of Performance Units. The Performance Units will vest upon the earlier of (a) the date of a Change of Control, and (b) April 27May 4, 20082009, provided that the Performance Objective is met, and, provided further that the Participant remains a director (or is deemed by Section 4 to remain a director) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 to have been) continuously so appointed since the date hereof. Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled. For the purposes of this Section 3, the date of a Change of Control means the date on which any one of the following occurs: (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Ipsco Inc)

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