Potential CiC Date definition

Potential CiC Date means the earliest to occur of: (i) the date on which Parent executes an agreement or letter of intent, the consummation of the transactions described in which would result in the occurrence of a Change in Control or (ii) the date on which the Board approves a transaction or series of transactions, the consummation of which would result in a Change in Control; provided, however, that such date shall become null and void when, in the opinion of the Board, Parent or the respective third party has abandoned or terminated such transaction or series of transactions without consummation.

Examples of Potential CiC Date in a sentence

• If the Grantee’s Service terminates by reason of (i) the Company’s terminating the Grantee’s Service without Cause or (ii) the Grantee’s terminating his Service for CiC Period Good Reason, in each case during a CiC Period (including, for the avoidance of doubt, following a Potential CiC Date but before the applicable Change in Control has been consummated), the Stock Units shall automatically vest in full as of the date of the Grantee’s termination of Service.

• If the Grantee’s Service terminates by reason of (i) the Company’s terminating the Grantee’s Service without Cause or (ii) the Grantee’s terminating his Service for CiC Period Good Reason, in each case during a CiC Period (including, for the avoidance of doubt, following a Potential CiC Date but before the applicable Change in Control has been consummated), the Option shall automatically vest and become immediately exercisable in full as of the date of such termination of Service.

• If the Grantee’s Service terminates by reason of (i) the Company’s terminating the Grantee’s Service without Cause or (ii) the Grantee’s terminating his Service for Good Reason, in each case other than during a CiC Period (including, for the avoidance of doubt, other than following a Potential CiC Date but before the applicable Change in Control has been consummated), the Partially Accelerating Portion of the Stock Units shall automatically vest as of the date of the Grantee’s termination of Service.

• If the Grantee’s Service terminates by reason of (i) the Company’s terminating the Grantee’s Service without Cause or (ii) the Grantee’s terminating his Service for Good Reason, in each case other than during a CiC Period (including, for the avoidance of doubt, other than following a Potential CiC Date but before the applicable Change in Control has been consummated), the Partially Accelerating Portion of the Option shall automatically vest as of the date of the Grantee’s termination of Service.