Deemed Effective Date Sample Clauses

Deemed Effective Date. In the event that the Closing occurs on June 30, 1999, the Closing shall be deemed to have occurred at 11:59 p.m. EST, or such other time as the parties may mutually agree.

Deemed Effective Date. If the Executive's employment terminates under circumstances described in the second sentence of Section 1 hereof, then: (1) the Company shall provide the Executive with the payments and benefits described under Sections 8(a)(1), (4), (5), (6) and (7); and (2) a pro rata portion of each outstanding performance stock-based award granted to the Executive shall be fully vested and earned at a deemed achievement level equal to the higher of (x) the targeted level of performance for such award or (y) the average level (expressed as a percentage of target) of achievement in respect of similar performance stock-based awards which matured over the three fiscal years immediately preceding the year in which the Date of Termination occurs; payment in respect of such award shall be made at the time and in the manner provided under the plan pursuant to which such award was granted; and the remainder of the award shall be cancelled, subject, however, to the provisions of this paragraph (c); (3) a pro rata portion of each other outstanding stock-based award granted to the Executive shall be fully vested and earned; payment in respect of such award shall be made at the time and in the manner provided under the plan pursuant to which such award was granted; and the remainder of the award shall be cancelled, subject, however, to the provisions of this paragraph (c); (4) a pro rata portion of each outstanding option, stock appreciation right, and each other outstanding award in the nature of a right that may be exercised that was granted to the Executive and which was not previously exercisable and vested shall become fully exercisable and vested; and the remainder of each such award shall be cancelled, subject, however, to the provisions of this paragraph (c); and (5) the restrictions and forfeiture conditions applicable to a pro rata portion of any outstanding award granted to the Executive under an incentive compensation plan, practice, policy or program shall lapse; such portion shall be deemed fully vested; and the remainder of each such award shall be cancelled, subject, however, to the provisions of this paragraph (c). For purposes of this Section 8 (c), pro ration of the foregoing awards shall be determined in accordance with the past practice of the Company generally applicable to peer executives whose employment had been involuntarily terminated. Notwithstanding cancellation of awards hereunder, if a Change of Control occurs following the Date of Termination and th...

Deemed Effective Date. Notwithstanding anything to the contrary contained herein, for purposes of any conversion of Preferred Stock, Stockholder's agreement to the reduction of the conversion rate to the Reduced Conversion Rate shall, subject to this Agreement becoming effective as provided herein, be deemed to have become effective on December 31, 1998.

Deemed Effective Date. The Member and the Buyer agree that, as between the parties, the sale of the Membership Interests shall be deemed to have occurred as of June 1, 2020, but no (i) adjustment to the consideration paid by the Buyer or (ii) economic effect on or with respect to the transactions contemplated hereby shall be made or incurred as a result of such deemed effective date.

Deemed Effective Date. If the Executive's employment terminates after a Deemed Effective Date as defined in, and under the circumstances described in, the second sentence of Section 1 hereof, then the Company shall provide the Executive with the payments and benefits described under Sections 7(a)(1) through (8).