Common use of Acceleration Event Clause in Contracts

Acceleration Event. If, during the Earn Out Period, there is a Change of Control that will result in the holders of Parent Class A Stock receiving a per share price equal to or in excess of the applicable Common Share Price required in connection with any Triggering Event (an “Acceleration Event”), then immediately prior to the consummation of such Change of Control: (a) any such Triggering Event that has not previously occurred shall be deemed to have occurred; and (b) Parent shall issue the applicable Earn Out Shares to the Company Stockholders (in accordance with their respective Pro Rata Share), and the recipients of such issued Earn Out Shares shall be eligible to participate in such Change of Control.

Appears in 1 contract

Samples: Merger Agreement (Gores Holdings III, Inc.)

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Acceleration Event. If, during the Earn Out Period, there is a Change of Control that will result in the holders of Parent Class A Stock receiving a per share price equal to or in excess of the applicable Common Share Price required in connection with any Triggering Event (an “Acceleration Event”), then immediately prior to the consummation of such Change of Control: (a) any such Triggering Event that has not previously occurred shall be deemed to have occurred; and (b) Parent shall issue the applicable Earn Out Shares to the Company Cash Consideration Stockholders (in accordance with their respective Pro Rata Cash Share), and the recipients of such issued Earn Out Shares shall be eligible to participate in such Change of Control.

Appears in 1 contract

Samples: Merger Agreement (Gores Holdings II, Inc.)

Acceleration Event. If, during the Earn Out Period, there is a Change of Control that will result in the holders of Parent Acquiror Class A Common Stock receiving a per share price equal to or in excess of the applicable Common Share Price required in connection with any Triggering Event (an “Acceleration Event”), then immediately prior to the consummation of such Change of Control: (a) any such Triggering Event that has not previously occurred shall be deemed to have occurred; and (b) Parent Acquiror shall issue the applicable Earn Out Shares to the Company Stockholders (in accordance with their respective Pro Rata Share)Common Stockholder, and the recipients of such issued Earn Out Shares shall be eligible to participate in such Change of Control.

Appears in 1 contract

Samples: Merger Agreement (Fortress Value Acquisition Corp. II)

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Acceleration Event. If, during the Earn Out Period, there is a Change of Control that will result in the holders of Parent Class A Stock receiving a per share price equal to or in excess of the applicable Common Share Price required in connection with any Triggering Event (an “Acceleration Event”), then immediately prior to the consummation of such Change of Control: Control (a) any such Triggering Event that has not previously occurred shall be deemed to have occurred; occurred and (b) Parent shall issue the applicable Earn Out Shares to the Company Stockholders (in accordance with their respective Earn Out Pro Rata Share), and the recipients of such issued Earn Out Shares Company Stockholders shall be eligible to participate in such Change of Control.

Appears in 1 contract

Samples: Merger Agreement (Gores Metropoulos, Inc.)

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