CHANGE IN CONTROL/HOSTILE TAKE-OVER Sample Clauses
A Change in Control/Hostile Take-Over clause defines the rights and obligations of parties in the event that ownership or controlling interest in a company shifts, particularly through a hostile acquisition. This clause typically outlines what constitutes a change in control, such as the sale of a majority of shares or a merger, and may specify actions like accelerated vesting of stock options, mandatory buyouts, or the right to terminate agreements. Its core function is to protect stakeholders by providing clear procedures and remedies if the company’s leadership or ownership changes unexpectedly, thereby managing uncertainty and risk during corporate transitions.
CHANGE IN CONTROL/HOSTILE TAKE-OVER. A. All of the Corporation’s outstanding forfeiture restrictions or repurchase rights on any shares of Common Stock issued under the Stock Issuance Program shall terminate automatically, and all the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Change in Control, except to the extent (i) those forfeiture restrictions or repurchase rights are to be assigned to the successor corporation (or parent thereof) or are otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) such accelerated vesting is precluded by other limitations imposed in the Stock Issuance Agreement.
B. The Plan Administrator shall have the discretionary authority to structure one or more of the Corporation’s forfeiture restrictions or repurchase rights under the Stock Issuance Program so that those rights shall automatically terminate in whole or in part, and the shares of Common Stock subject to those terminated rights shall immediately vest, in the event the Participant’s Service should subsequently terminate by reason of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the effective date of any Change in Control transaction in which those forfeiture restrictions or repurchase rights are assigned to the successor corporation (or parent thereof) or are otherwise continued in effect.
C. The Plan Administrator shall also have the discretionary authority to structure one or more of the Corporation’s forfeiture restrictions or repurchase rights under the Stock Issuance Program so that those rights shall automatically terminate in whole or in part, and the shares of Common Stock subject to those terminated rights shall immediately vest, either upon the occurrence of a Hostile Take-Over or upon the subsequent termination of the Participant’s Service by reason of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the effective date of that Hostile Take-Over.
CHANGE IN CONTROL/HOSTILE TAKE-OVER. (a) All Option Shares subject to this option at the time of a Change in Control but not otherwise vested shall automatically vest so that this option shall, immediately prior to the effective date of such Change in Control, become fully exercisable for all of the Option Shares at the time subject to this option and may be exercised for all or any portion of such shares as fully-vested shares of Common Stock. This option shall remain exercisable for such fully-vested Option Shares until the earliest to occur of (i) the specified Expiration Date, (ii) the sooner termination of this option in accordance with Paragraph 5 or 6 or (iii) the surrender of this option under Paragraph 7(b).
(b) Optionee shall have an unconditional right (exercisable during the thirty (30)-day period immediately following the consummation of a Hostile Take-Over) to surrender this option to the Corporation in exchange for a cash distribution from the Corporation in an amount equal to the excess of (i) the Take-Over Price of the Option Shares at the time subject to the surrendered option (whether or not those Option Shares are otherwise at the time vested) over (ii) the aggregate Exercise Price payable for such shares. This Paragraph 7
CHANGE IN CONTROL/HOSTILE TAKE-OVER. (a) In the event of a Change in Control, the option, to the extent outstanding but not otherwise fully exercisable, shall automatically accelerate so that the option shall, immediately prior to the effective date of such Change in Control, become exercisable for all the Shares at the time subject to the option and may be exercised for any or all of the Shares as fully-vested shares of Common Stock. The option shall remain exercisable for such fully-vested Shares until the earliest to occur of (i) the Expiration Date, (ii) the earlier termination of the option in accordance with Sections 5 or 6 of this Agreement or (iii) the surrender of the option in connection with a Hostile Take-Over.
(b) Provided the option has been outstanding for at least six (6) months prior to the occurrence of a Hostile Take-Over, Optionee shall have the unconditional right (exercisable during the thirty (30)-day period immediately following the consummation of such Hostile Take-Over) to surrender the option to the Corporation in exchange for a cash distribution from the Corporation in an amount equal to the excess of (i) the Take-Over Price of the Shares at the time subject to the surrendered option (whether or not those Shares are otherwise at the time vested) over (ii) the aggregate Exercise Price payable for such shares. This Section 7(b) limited stock appreciation right shall in all events terminate upon the expiration or earlier termination of the option term and may not be assigned or transferred by Optionee.
(c) To exercise the Section 7(b) limited stock appreciation right, Optionee must, during the applicable thirty (30)-day exercise period, provide the Corporation with a Notice of Exercise in which there is specified the number of Shares being surrendered under the option. Such Notice of Exercise must be accompanied by the return of Optionee's copy of this Agreement, together with any written amendments to such Agreement. A cash distribution shall be paid to Optionee within five (5) days following such delivery date, and no approval or consent of the Plan Administrator or the Board shall be required in connection with such option surrender and cash distribution. Upon receipt of such cash distribution, the option shall be canceled with respect to the Shares subject to the surrendered option (or the surrendered portion) and Optionee shall cease to have any further right to acquire those Shares under this Agreement. The option shall, however, remain outstanding for the balan...
CHANGE IN CONTROL/HOSTILE TAKE-OVER. Should a Change in Control transaction or a Hostile Take-Over occur during your period of service as a Board member, any Units at the time subject to your Award will vest immediately prior to the consummation of that Change in Control or Hostile Take-Over. The Shares subject to those vested Units will be issued within fifteen (15) business days following the effective of such Change in Control or Hostile Take-Over. Alternatively, the Shares subject to those vested Units may be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of the Change in Control or Hostile Take-Over, and such consideration per Share will be distributed to you within fifteen (15) business days following the effective date of such Change in Control or Hostile Take-Over.
CHANGE IN CONTROL/HOSTILE TAKE-OVER. (a) All Option Shares subject to this option at the time of a Change in Control but not otherwise vested shall automatically vest so that this option shall,
CHANGE IN CONTROL/HOSTILE TAKE-OVER. All of the Shares shall become fully vested and any Forfeiture Provision shall terminate in full, immediately prior to and contingent upon a Change in Control or Hostile Take-Over.
CHANGE IN CONTROL/HOSTILE TAKE-OVER. Should a Change in Control transaction or a Hostile Take-Over occur during your period of service as a Board member, any Units at the time subject to your Award will vest immediately prior to the consummation of the Change in Control or Hostile Take-Over. The Shares subject to those vested Units will be issued immediately (or otherwise converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of the Change in Control, if applicable).
CHANGE IN CONTROL/HOSTILE TAKE-OVER. A. In the event of any Change in Control (as defined below), the exercisability of this option shall automatically accelerate so that the option shall, immediately prior to the specified effective date for the Change in Control, become fully exercisable for all of the Option Shares at the time subject to this option and may be exercised for all or any portion of the Option Shares at any time prior to the expiration or sooner termination of the option term.
B. For all purposes under the Plan, a Change in Control shall mean a change in control of the Corporation 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 Corporation is then subject to such reporting requirement; provided that, without limitation, a Change in Control shall be deemed to have occurred if:
(i) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Corporation representing forty percent (40%) or more of the combined voting power of the Corporation's then outstanding securities entitled to vote in the election of directors of the Corporation, pursuant to a tender or exchange offer made directly to the Corporation's stockholders which the Board does not recommend such stockholders to accept; or
(ii) a change in the composition of the Board occurs over any period of two (2) consecutive years or less such that a majority of the Board ceases for any reason to be comprised of individuals who either (A) have been Board members continuously since the beginning of that period or (B) have been elected or nominated for election as Board members during such period by
CHANGE IN CONTROL/HOSTILE TAKE-OVER. (a) In the event of a Change in Control or Hostile Take-Over, all Option Shares at the time subject to this option but not otherwise vested shall automatically vest so that this option shall, immediately prior to the specified effective date for the Change in Control or Hostile Take-Over, become fully exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect
CHANGE IN CONTROL/HOSTILE TAKE-OVER. (a) In the event of a Change in Control, this option, to the extent outstanding but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of such Change in Control, become exercisable for all the Option Shares at the time subject to the option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. This option shall remain exercisable for such fully-vested Option Shares until the earliest to occur of (i)