Satisfying the Sample Clauses

Satisfying the. Rule of 75." If Participant has completed a number of full years of service with the Company that, when added to his or her age, equals at least 75, (i) unvested [shares] ["Core CAP Basic Shares" and "Core CAP Premium Shares" (each as defined below) and "Supplemental CAP Shares"] will continue to vest on schedule, provided that if Participant is no longer employed by the Company, Participant is not engaged in his or her business or profession, and does not engage in any activities that compete with any of the Company's business operations; and (ii) an Option will continue to vest on schedule and may be exercised (but not later than the Option expiration date) while Participant is employed by the Company; unvested Option shares will vest on the date Participant's employment with the Company is terminated for any reason other than gross misconduct and may be exercised for up to two years after the termination date of Participant's employment (but not later than the Option expiration date), provided that during such time Participant is not engaged in his or her business or profession and does not engage in any activities that compete with any of the Company's business operations.
Sample 1
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Satisfying the. “Rule of 60.” If Participant (i) is at least age 50 and has completed at least five full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60, or (ii) Participant is under age 50, but has completed at least 20 full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60 (the “Rule of 60”), the unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement, provided that if Participant has voluntarily terminated his employment, Participant is not, at any time up to and including each scheduled Vesting Date (or until such earlier date on which Section 3(e) applies), employed by a Significant Competitor of the Company (as defined in Section 3(l) below).
Sample 1
Satisfying the. Rule of 75." If Participant has completed a number of full years of service with the Company that, when added to his or her age, equals at least 75 (the "Rule of 75"), [unvested shares will continue to vest on schedule subject to all other provisions of this Agreement, except Participant will no longer be required to remain employed by the Company, provided that Participant is not, at any time up to and including each scheduled vesting date (or until such earlier date on which Section [6(b)(ii), (e) or (m)] apply), employed by a "Significant Competitor" of the Company (as defined in Section [6](o) below)[Option shares will continue to vest on schedule and may be exercised (but not later than the Option expiration date) while Participant is employed by the Company; unvested Option shares will [vest on Participant's ["separation from service"][termination] date][continue to vest on schedule] if employment with the Company is terminated for any reason other than gross misconduct and may be exercised [until the Option expiration date][for up to [XX DAYS/MONTHS/YEARS] after Participant's ["separation from service"][termination] date (but not later than the Option expiration date)][, provided that Participant is not, at any time up to and including any exercise date, employed by a "Significant Competitor" of the Company (as defined in Section [6](o) below)].
Sample 1

Related to Satisfying the

  • Death After Separation from Service But Before Benefit Distributions Commence If the Executive is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions, the Bank shall distribute to the Beneficiary the same benefits that the Executive was entitled to prior to death except that the benefit distributions shall commence within thirty (30) days following receipt by the Bank of the Executive’s death certificate.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

  • CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

  • CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING The Company’s obligation to complete the sale and issuance of the Securities and deliver Securities to each Purchaser, individually, as set forth in the Schedule of Purchasers at the Closing shall be subject to the following conditions to the extent not waived by the Company:

  • CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

  • Termination Other Than a Qualifying Termination If the termination of the Executive’s employment with the Company Group is not a Qualifying Termination, then the Executive will not be entitled to receive severance or other benefits.

  • CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date, of the following conditions:

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