Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i); provided, however, that this acceleration of exercisability shall not take place if:
(i) This Option becomes unexercisable under Section 3(c) prior to said effective date; or
(ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.
Acceleration of Exercisability. Notwithstanding the schedule provided in subsection 3.2, the Option will become fully exercisable (unless Participant chooses to decline accelerated Vesting of all or any portion of the Option) upon the occurrence of either:
(a) Participant’s death or termination of employment by reason of Disability or Retirement; or
(b) A Change in Control Date.
Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company's assets or eighty percent (80%) or more of the Company's then outstanding voting stock, or the liquidation or dissolution of the Company, the Company may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide prior to such event, that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3.1(a); provided, however, that this acceleration of exercisability shall not take place if:
(a) This Option becomes unexercisable under Section 3.3 prior to said effective date; or
(b) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation or a parent or subsidiary of such corporation; or
(c) The contemplated corporate transaction is not consummated; and provided, further, that nothing in this Section 3.4 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 5.6.
Acceleration of Exercisability. If a Change of Control shall occur prior to the termination of the Option pursuant to Section 3.3, all of the shares purchasable upon the exercise of the Option that have not yet vested as of the effective date of the Change of Control shall vest and become immediately exercisable at that time, notwithstanding anything to the contrary set forth in Section 3.1.
Acceleration of Exercisability. Unless the Option has earlier terminated pursuant to the provisions of the Agreement, the exercisability of the Option granted to Grantee hereunder shall be accelerated so that the Vested Option Shares shall become exercisable earlier in whole or in part upon the terms and conditions set forth in the Employment Agreement dated as of October 1, 1999 between the Company and Mr. Xxxx (xxe "Employment Agreement").
Acceleration of Exercisability. Upon the occurrence of a Terminating Transaction and for a period of ten (10) days thereafter, this Option shall be exercisable as to all of the shares covered hereby, notwithstanding that this Option shall not yet have become fully exercisable under Section 3.1(a); PROVIDED, HOWEVER, that this acceleration of exercisability shall not take place if:
(a) This Option becomes unexercisable under Section 3.3 prior to the effective date of the Terminating Transaction; or
(b) In connection with such Terminating Transaction, provision is made for an assumption of this Option or a substitution therefor of a new option by a successor corporation or a Parent Corporation or Subsidiary Corporation of such corporation. The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not limited to, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated Terminating Transaction and determinations regarding whether provisions for assumption or substitution have been made in accordance with subsection (b) above."
Acceleration of Exercisability. Notwithstanding any other provision of this Agreement establishing the earliest date upon which the Optionee may exercise his or her rights under this Option:
(a) This Option shall become immediately exercisable in full as of the date upon which occurs any of the following:
(i) The Company executes a definitive agreement to merge or consolidate with or into another corporation in which the Company is not the surviving corporation and the Common Stock is converted into or exchanged for stock or securities of any other corporation, cash, or any other thing of value; or
(ii) The Company executes a definitive agreement to sell or otherwise dispose of substantially all its assets.
(b) This Option shall become immediately exercisable in full upon the Optionee's termination of employment on account of retirement (as defined in the Plan).
Acceleration of Exercisability. Notwithstanding the provisions of Section 2, the Option shall immediately vest, and until the expiration date specified in Section 2 shall remain, exercisable as to all of the Shares forthwith upon the occurrence of any Change in Control of the Corporation. As used herein, "Change in Control" means the purchase or other acquisition by any person, entity or group of persons, within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the outstanding Shares or the combined voting power of the Corporation's then outstanding voting securities entitled to vote generally; the approval by the stockholders of the Corporation of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of the Corporation immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 30% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated Corporation's then outstanding securities; a liquidation or dissolution of the Corporation; or of the sale of all or substantially all of the Corporation's assets.
Acceleration of Exercisability. In the event of a Change of Control at a time that the Employee is employed by the Company or any of its subsidiaries, this Option shall become immediately and fully exercisable immediately prior to the occurrence of such Change of Control, and no restriction or limitation on the rights of the Employee set forth in Section 3 hereof (other than the stated expiration date) shall have any further force or effect.
Acceleration of Exercisability. In the event of the Optionee’s Termination of Employment due to the Optionee’s death, notwithstanding any vesting schedule provided for hereunder, this Option shall become immediately vested and, to the extent applicable, exercisable for such period of time specified in Section 3.3(a).
