Sentences with phrase «vest upon termination»

We consider awards to have double - trigger vesting when they vest upon termination of employment following a change of control.

We provide information below about (1) the circumstances under which these options and stock awards vest upon termination of employment or the occurrence of certain acquisitions, and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these option or stock awards as of that date under those circumstances, assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2009 and based on an NYSE closing price per share of our common stock on that date of $ 26.99.

Not exact matches

In addition, in connection with the termination of the 2014 Plan upon a sale event, we may make or provide for a cash payment to participants holding vested and exercisable options and stock appreciation rights equal to the difference between the per share cash consideration payable to stockholders in the sale event and the exercise price of the options or stock appreciation rights.

We provide information below about (1) the circumstances under which the vesting of these options and stock awards would accelerate upon termination of employment or the consummation of an «acquisition transaction» (as defined below) and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these option or stock awards as of that date under those circumstances, assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2011 and based on an NYSE closing price per share of our common stock of $ 27.56 on December 30, 2011, the last trading date in 2011.

Vesting does not accelerate as a result of termination of employment or upon a change in control (unless the acquiring company does not assume the awards).

Actual results may vary materially from those expressed or implied by forward - looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the HSR Act, (d) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied, (e) all or part of Arby's financing may not become available, and (f) the significant limitations on remedies contained in the Merger Agreement may limit or entirely prevent BWW from specifically enforcing Arby's obligations under the Merger Agreement or recovering damages for any breach by Arby's; (2) the effects that any termination of the Merger Agreement may have on BWW or its business, including the risks that (a) BWW's stock price may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring BWW to pay Arby's a termination fee of $ 74 million, or (c) the circumstances of the termination, including the possible imposition of a 12 - month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on BWW and its business, including the risks that as a result (a) BWW's business, operating results or stock price may suffer, (b) BWW's current plans and operations may be disrupted, (c) BWW's ability to retain or recruit key employees may be adversely affected, (d) BWW's business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) BWW's management's or employees» attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on BWW's ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against BWW and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and / or tax factors; and (8) other factors described under the heading «Risk Factors» in Part I, Item 1A of BWW's Annual Report on Form 10 - K for the fiscal year ended December 25, 2016, as updated or supplemented by subsequent reports that BWW has filed or files with the SEC.

We provide information below about (1) the circumstances under which the vesting of these options and stock awards would accelerate upon termination of employment or the consummation of an «acquisition transaction» (as defined below) and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these option or stock awards as of that date under those circumstances, assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2010 and based on an NYSE closing price per share of our common stock on that date of $ 30.99.

«The vesting of each executive's awards will accelerate upon termination of his employment for any reason (including a resignation for good reason) other than cause, death or disability (as such terms are defined in such executive's employment agreement) if such termination takes place upon or within two years following a change in control (as defined in such executive's employment agreement) that occurs during the term of his employment agreement and such executive signs a general waiver and release that has become effective.»

The Lord has most sweetly and gratuitously given notice of termination of lease upon «this our earthly tent» (cf 2 Cor 5:1).

I / we agree that if any material change (s) occur (s) in my / our financial condition that I / we will immediately notify BSHFC of said change (s) and unless Baby Safe Homes Franchise Corporation is so notified it may continue to rely upon the application and financial statement and the representations made herein as a true and accurate statement of my / our financial condition.nI / we authorize Baby Safe Homes Franchise Corporation to make whatever credit inquiries / background checks it deems necessary in connection with this application and financial statement.nI / we authorize and instruct any person or consumer reporting agency to furnish to BSHFC any information that it may have to obtain in response to such credit inquiries.nIn consideration of the ongoing association between Baby Safe Homes and the undersigned applicant (hereinafter u201cApplicantu201d), the parties hereto have entered into this Non-Disclosure and Non-Competition Agreement.nWHEREAS, in the course of its business operations, Baby Safe Homes provides its customers products and services which, by nature of the business, include trade secrets, confidential and proprietary information, and other matters deemed material or important enough to warrant protection; and WHEREAS, Applicant, by reason of his / her interest in Baby Safe Homes and in the course of his / her duties, has access to said secrets and confidential information; and WHEREAS, Baby Safe Homes has trade secrets and other confidential and proprietary information, including procedures, customer lists, and particular desires or needs of such customers to which Applicant has access in the course of his / her duties as an Applicant.nNow, therefore, in consideration of the premises contained herein, the parties agree as follows Applicant shall not, either during the time of his / her franchise evaluation with Baby Safe Homes or at any time thereafter either directly or indirectly, communicate, disclose, reveal, or otherwise use for his / her own benefit or the benefit of any other person or entity, any trade secrets or other confidential or proprietary information obtained by Employee by virtue of his / her employment with Baby Safe Homes, in any manner whatsoever, any such information of any kind, nature, or description concerning any matters affecting or relating to the Baby Safe Homes business, or in the business of any of its customers or prospective customers, except as required in the course of his / her employment by Baby Safe Homes or except as expressly authorized Baby Safe Homes Franchise Corporation, in writing.nDuring any period of evaluation with Baby Safe Homes, and for two (2) years thereafter, Applicant shall not, directly or indirectly, induce or influence, divert or take away, or attempt to divert or take away and, during the stated period following termination of employment, call upon or solicit, or attempt to call upon or solicit, any of the customers or patrons Baby Safe Homes including, but not limited to, those upon whom he / she was directly involved, or called upon, or catered to, or with whom became acquainted while engaged in the franchise evaluation process of a Baby Safe Homes franchise business.

Upon termination of the License or of this ANNEX A the Licensee shall destroy all copies of the Licensed Materials and portions thereof that were created pursuant to the terms of this ANNEX A. Licensee agrees to provide a letter signed by an authorized officer of the Licensee confirming that all copies have been destroyed no later than 30 days after termination.

In the event we have terminated an agreed upon restriction, we will notify you of such termination.

Regardless of the cause or basis for the termination, you agree that The Math Learning Center shall not be liable to you or any third party for termination of Website access, and, unless required by law, we will not be required to make information you have provided us through your use of the Website (if any) available to you upon such termination.

You do not own your ISBN, cover design, or typesetting, and upon termination, you'll have to start from scratch with nothing but your manuscript.

Upon the occurrence of any event of default, or upon our termination of any of your rights under this Agreement, we have the right to declare all of your indebtedness due and payable at oUpon the occurrence of any event of default, or upon our termination of any of your rights under this Agreement, we have the right to declare all of your indebtedness due and payable at oupon our termination of any of your rights under this Agreement, we have the right to declare all of your indebtedness due and payable at once.

In addition, Roth and non-Roth account balances are combined to determine whether a participant's vested accrued benefit is $ 5,000 or less, allowing the account to be involuntarily cashed - out upon termination of employment.

Upon such termination, the lessor may recover from the lessee: (1) The worth at the time of award of the unpaid rent which had been earned at the time of termination; (2) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the lessee proves could have been reasonably avoided; (3) Subject to subdivision (c), the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the lessee proves could be reasonably avoided; and (4) Any other amount necessary to compensate the lessor for all the detriment proximately caused by the lessee's failure to perform his obligations under the lease or which in the ordinary course of things would be likely to result therefrom.

Your refund will be equal to the payments that you have made, less any previous refunds, and a fee of up to $ 50 per plan or 50 % of the amount paid to the board, whichever is less, may be assessed upon termination of the plan.

Upon termination, Animal League will have no further obligation or responsibility to you with respect to the Services terminated, and you will have no further obligation or responsibility to Animal League with respect to the Services terminated or the Sites; provided, however, the foregoing statement does not apply to any liability, responsibility, or obligation of either party existing or arising prior to the effective date of termination.

Upon the termination of this brief period of intense pleasure, the cat will not be able to experience the sensation again until two hours have lapsed.

American Express will have no further liability or obligation under the Program upon termination of a business's participation in the Program.

This offer will automatically terminate upon the termination of your American Express Card account and American Express will have no further liability or obligation upon such termination.

The termination of the Agreement shall have immediate effect, that is it will be terminated upon the delivery to BANDAI NAMCO a notification on the termination of the Agreement.

The court disagreed, stating that the employer was entitled to rely on the termination provisions that they had initially agreed upon with Ms. Moore.

Reasonable notice of termination is a principle used where an employer has an obligation upon termination to either provide advanced, reasonable notice of termination or pay in lieu of notice under the legislation.

The main exception is if the employer has an established severance plan which binds them to offer a settlement upon termination of employment.

After reviewing the course of action that the owner took upon learning about the smoking complaints (including attempts to negotiate an early termination of the lease), the Judge concluded that the owner had satisfied his obligation under section 119 of the Condominium Act, 1998 as he had taken all reasonable steps to ensure the tenants complied with the corporation's rules.

As such, they have generally held employers to an exacting standard in seeking to rely upon termination provisions.

The Ontario Court of Appeal has confirmed that dependent contractors are entitled to reasonable notice upon termination.

The Court then considered a severability clause in the contract, upon which the employer relied to have the offending language removed, thus rendering the termination clause enforceable.

The Supreme Court has recently confirmed in Newcastle upon Tyne Hospitals NHS Foundation Trust v Haywood that in the absence of any express provision in an employment contract, written notice of termination from an employer does not take effect until the employee has read it, or had a reasonable opportunity of doing so...

Given the Courts decision in Keenan v Canac, it is more important than ever for both employees and employers to seek employment law advice not only upon termination but also at the initiation of an employment relationship.

(d) Upon termination of representation, a lawyer shall take steps to the extent reasonably practicable to protect a client's interests, such as giving reasonable notice to the client, allowing time for employment of other counsel, surrendering papers and property to which the client is entitled and refunding any advance payment of fee or expense that has not been earned or incurred.

Canac should have entered an enforceable agreement with the Keenans with a specific provision for notice upon termination.

In other words, the agreement should have clearly stated what the Keenans would be entitled to upon termination.

For some time, the employment relationship has been held to a standard of good faith and fair dealing, at least in respect to the administration of the employment contract and especially upon termination of employment.

In these circumstances, the issue would have become his notice entitlement upon termination, and in the absence of an employment agreement with an enforceable termination clause that limited it, Simoes» notice entitlement could have been quite substantial.

Joint Ventures: examples of some of the cases in which we have recently acted include: a dispute between joint venturers about undistributed profits in a JV vehicle upon the operation of a Change of Control clause; a claim on a business sale guarantee arising from the termination of a joint venture; and Tethyan Copper Company Pty v Government of Balochistan (ICC Case No. 18347 / VRO / AGF), a dispute under a joint venture contract in relation to the refusal of a mining licence over copper and gold deposits at Reko Diq, Pakistan.

An employer ordered by the Ontario Small Claims Court to pay severance despite having provided their former employee a total of sixty - two (62) weeks working notice and ex gratia payment upon termination.

Following a series of welfare reforms in the UK, scores of individuals — unable to work as a result of physical disabilities, long - term illness or mental health issues — have faced the abrupt termination of benefits payments upon being reassessed by the Department for Work and Pensions (DWP) for entitlement to a new benefits system.

Keenan v Canac Kitchens, 2015 ONSC 1055 («Canac Kitchens «-RRB- serves as an important reminder that simply using the term «independent contractor» in an agreement is not enough to protect an employer from its obligation to provide, among other things, reasonable notice upon termination.

We also include a short review of a recent decision of the Ontario Court of Appeal that underscores the importance of having properly drafted employment contracts if you are trying to limit your obligations upon termination to an employee's Employment Standards Act, 2000 minimum entitlements.

It is illegal to provide an employee with less notice and severance than that required by the ESA, even if the parties have agreed that the employee will a lesser amount upon termination.

Damages payable upon termination of employment may include benefits during the reasonable notice period, including any bonuses and other incentives that would otherwise have fallen due during that period.

The agency contract contained a clause that elected Regulation 17 indemnity upon termination, with a proviso that the agent would get Regulation 17 compensation if that proved to -LSB-...]

In its recent decision of Rodgers v CEVA, 2014 ONSC 6583, the Ontario Superior Court considered both what it means to induce someone to leave their job and the implications of that inducement upon termination.

In executing the employment agreement, Cornelson agreed that this severance payment, based upon his salary, would compensate him for all losses arising from termination.

The employer in this case had an employment agreement, but the termination provision could not be relied upon when it was necessary.

Termination of the arrangement would be required only if it became clear that a business associate could not be relied upon to maintain the privacy of protected health information provided to it.

Given the length of time Musoni worked for Logitek, he might have actually been entitled to three - and - a-half months pay upon termination of employment, not two - weeks salary, says lawyer Sean Bawden of Kelly Santini LLP in Ottawa.