Vesting Upon a Change of Control. Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control prior to the end of the 2005-2007 Performance Cycle, the Participant’s right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 4, shall vest in full and the Payout Percentage shall be 100%. As soon as administratively feasible thereafter, a cash payment shall be made in accordance with Paragraph 3. Such vesting shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.
Vesting Upon a Change of Control. If a Change of Control (as defined on Exhibit A to this Agreement) occurs during the term of the SARs, the SARs, to the extent not previously fully exercisable, will become immediately exercisable in full.
Vesting Upon a Change of Control. Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control prior to the end of the Performance Cycle, the Participant's right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 5 or vested pursuant to Paragraph 6, shall vest in full, the Vesting Percentage shall be 100%, and the Payout Value for each Performance Unit shall be the Fair Market Value of a share of Common Stock on the effective date of the Change in Control. A cash payment equal to the vested value of the Performance Units shall be made on the first day of the third month following the Change in Control; provided, however that if such Change in Control fails to qualify as a “change in control event” within the meaning of Treas. Regs. section 1.409A-3(i)(5), then the cash payment will be made during the first week of January 2015. Such vesting and the making of the related cash payment shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.
Vesting Upon a Change of Control. If a Change of Control occurs during the term of the SARs, the SARs, to the extent not previously fully vested, will become immediately vested in full.
Vesting Upon a Change of Control. If a Change in Control occurs after the date of this Agreement and on or before the Final Vesting Date and either (i) the Employee provides Continuous Service through the date of such Change in Control or (ii) the Employee’s Continuous Service is involuntarily terminated without Cause on or after the thirtieth (30th) day prior to the date of such Change in Control, then, in either such case, the entire Award Amount, to the extent not previously vested, will vest immediately prior to the consummation of such Change in Control.
Vesting Upon a Change of Control. Notwithstanding Section 2(b)(i):
(A) all Time Units that have not previously vested will become Vested Units upon a Change of Control; and
(B) all Time-Performance Units that have not previously vested will vest in full upon a Change of Control if the Return Hurdle has been met. In the event of a Change of Control in which all or a portion of the consideration payable to the Company’s equityholders is in the form of equity securities, the value of the equity securities will be included in the calculation of whether the Return Hurdle has been met. If the Return Hurdle has not been met, then that number of Time-Performance Units that have not previously vested will vest as follows: (i) the total number of unvested Time-Performance Units multiplied by (ii) the Percentage. The Percentage shall equal the following number, expressed as a percentage: (x) 0.5 multiplied by (y) the percentage by which the Return exceeds 100% of THL’s Investment. For purposes of illustration only, if the Return was 150%, then the Time-Performance Units would be 25% vested, and if the Return was 110%, then the Time-Performance Units would be 5% vested
Vesting Upon a Change of Control. Subject to Section 5(f) below, all of the Restricted Stock (and all Retained Distributions, if any) will vest upon a Change of Control event (as defined below) that occurs during the Term hereof, but only if (i) the Executive has been employed with the Company continuously from the date hereof to the date of the Change of Control and (ii) the Change of Control Price (as defined below) exceeds $3.93 (the closing price of the Company’s Common Stock on the date hereof). However, if the Change of Control event is an event described in Section 3(c)(ii)(A)(2) below, then (subject to Section 5(f) below) vesting under this Section 3(c)(ii) will occur if the Executive has been employed with the Company continuously from the date hereof to the date of the Change of Control, regardless of the Change of Control Price.
Vesting Upon a Change of Control. In the event of a Change of Control (as defined in the Plan) all shares subject to this Agreement which are not, by their terms, then exercisable, shall become exercisable.
Vesting Upon a Change of Control. “Change of Control” shall mean the first to occur of the following events:
Vesting Upon a Change of Control. Upon the consummation of a Change of Control prior to an Initial Public Offering:
(i) if the holders of Class A Units of the Company as of June 30, 2009 receive Proceeds per Class A Unit in such Change of Control in an amount equal to or exceeding $22.588235, then up to 25% of the Performance Award shall vest;
(ii) if the holders of Class A Units of the Company as of June 30, 2009 receive Proceeds per Class A Unit in such Change of Control in an amount equal to or exceeding $28.088235, then up to an additional 25% of the Performance Award shall vest;
(iii) if the holders of Class A Units of the Company as of June 30, 2009 receive Proceeds per Class A Unit in such Change of Control in an amount equal to or exceeding $33.588235, then up to an additional 25% of the Performance Award shall vest; and
(iv) if the holders of Class A Units of the Company as of June 30, 2009 receive Proceeds per Class A Unit in such Change of Control in an amount equal to or exceeding $39.088235, then up to an additional 25% of the Performance Award shall vest. For purposes of this Agreement, Proceeds received by a holder of Class A Units in a Change of Control on account of a share of common stock or other equity of TransActive Ecommerce Solutions Inc. (collectively, the “Transactive Shares”) shall be included in calculating the amount of Proceeds per Class A Unit received by such holder in a Change of Control. The number of Phantom Units under the Performance Award that will vest upon the consummation of such Change of Control shall equal the maximum number of Phantom Units under the Performance Award that can vest and still result in Proceeds per Class A Unit equal to or exceeding the applicable “Proceeds per Class A Unit” thresholds described above, taking into account the Proceeds payable with respect to (x) all Units and Transactive Shares, (y) all vested, in-the-money Phantom Units granted under the Plan (including pursuant to this Agreement) and (z) all vested, in-the-money warrants and other rights to acquire equity in the Company; and, for the avoidance of doubt, all other performance-based awards granted under the Plan that have the
