Acceleration in Certain Events Sample Clauses

Acceleration in Certain Events. Notwithstanding any provision of this Option Agreement to the contrary, the following provisions will apply:
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Acceleration in Certain Events. Notwithstanding any other provisions of this Agreement, a special acceleration (“Special Acceleration”) of the Option shall occur and the Option shall immediately become exercisable in full at any time when any one of the following events has taken place: (1) The shareholders of the Company approve one of the following (“Approved Transactions”): (A) any consolidation, merger or plan of exchange involving the company (“Merger”) pursuant to which Common Stock would be converted into cash; or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transaction) of all or substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Company; or (D) any merger, consolidation or plan of exchange which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or less of the combined voting power of the voting securities of the company or such surviving entity outstanding immediately after such merger, consolidation or exchange; or (E) any merger, consolidation or plan of exchange effected to implement a recapitalization of the Company (or similar transaction) in which a person acquires more than 20% of the combined voting power of the Company’s then outstanding securities; or (2) A tender or exchange offer, other than one made by the Company, is made for Common Stock (or securities convertible into Common Stock) and such offer results in a portion of those securities being purchased and the offeror after the consummation of the offer is the beneficial owner (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of more than 20 percent of the outstanding Common Stock; or (3) Any person is or becomes the beneficial owner of more than 20 percent of the Company’s outstanding Common stock; or (4) During any period of two consecutive years, individuals who at the beginning of such period constituted a majority of the Board of Directors cease for any reason to constitute a majority thereof unless the nomination or election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Precision Castparts Corp. All options that are acc...
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Acceleration in Certain Events. Notwithstanding any other provisions above or of the Plan, the Option will immediately become exercisable in full for the remainder of its term at any time when any one of the following events has taken place:
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Acceleration in Certain Events. Notwithstanding any other provisions of this Agreement, all Options outstanding under this Agreement shall immediately become exercisable in full at any time when any one of the following events has taken place: (a) The Company undergoes a change of control, which for purposes of this Agreement is defined as any sale, transfer or disposition of all or substantially all of the assets of the Company, or the merger of the Company with another entity that results in the shareholders of the Company obtaining less than 50% of the voting equity of the resulting company, or an individual or company in any manner acquires or controls more than 50% of the voting equity of the Company; (b) The Company receives notice from a senior lender under the Company's Credit and Security Agreement that such senior lender has declared that the Company is in default on its loan obligations and that the loan obligations are being accelerated; or (
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Acceleration in Certain Events. (i) If, at any time before the end of the Second Earn Out Year, ****, Parent will pay, in full satisfaction of any obligation to make any further payment of Earn Out Consideration, an amount equal to $26,500,000 minus the aggregate dollar amount (ii) of any Earn Out Consideration previously paid by Parent pursuant to this Section 2.11. If Parent is obligated to make a payment under this Section 2.11(m)(i), the provisions of Sections 2.11(g) and 2.11(h) will apply with the following modifications: **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (A) The Per Share Earn Out Payment Value will be based on transactions during the last ten consecutive trading days ending before the date on which ****. (B) The payment to be made by Parent will be made within 30 days of the date on which ****. (iii) If, at any time before the end of the Second Earn Out Year, Parent effects a sale, lease, exchange or other transfer, directly or indirectly, in one transaction or a series of related transactions, of all or substantially all of the assets of Parent or the Company to **** (collectively “Competitor”), or a merger, consolidation, recapitalization or other transaction in which Competitor becomes the beneficial owner, directly or indirectly, of 50% or more of the combined voting power of all interests in Parent or the Company (the first date, if any, on which the foregoing condition is satisfied, the “Competitor Transaction Date”), Parent will pay, in full satisfaction of any obligation to make any further payment of Earn Out Consideration, an amount equal to $26,500,000 minus the aggregate dollar amount of any Earn Out Consideration previously paid by Parent pursuant to this Section 2.11. If Parent is obligated to make a payment under this Section 2.11(m)(iii), the provisions of Sections 2.11(g) and 2.11(h) will apply with the following modifications: (A) The Per Share Earn Out Payment Value will be based on transactions during the last ten consecutive trading days ending before the Competitor Transaction Date. (B) The payment to be made, or caused to be made, by Parent will be made on the Competitor Transaction Date.
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Acceleration in Certain Events. (i) If **** at any time before the first to occur of (x) receipt by the Company of a ****, (y) the date on which Parent makes a **** Product Payment, and (z) the Nine Month Date, Parent will make a **** Product Payment to the Paying Agent, for disbursement to the Former Equity Owners at the time, in the manner, and in the amount that Parent would have been obligated to make such payment if Parent had given notice of an election to make the payment under Section 2.12(a)(iv) on the date on which ****. (ii) If **** at any time before the first to occur of (x) receipt by the Company of a ****, (y) the date on which Parent makes a **** Product Payment, and (z) the Nine Month Date, Parent will make a **** Product Payment to the Paying Agent, for disbursement to the Former Equity Owners at the time, in the manner, and in the amount that Parent would have been obligated to make such payment if Parent had given notice of an election to make the payment under Section 2.12(a)(iv) on the date on which ****.
Sample 1
Acceleration in Certain Events. Notwithstanding any other provisions of this letter agreement, all options outstanding under this letter agreement shall immediately become exercisable in full at any time when any one of the following events has taken place: (a) The Company undergoes a change of control, which for the purposes of this option is defined as any sale, transfer or disposition of all or substantially all of the assets of the Company, or the merger of the Company with another entity that results in the shareholders of the Company obtaining less than 50% of the voting equity of the resulting company, or an individual or company in any manner acquires or controls more than 50% of the voting equity of the Company; (b) The Company receives notice from a senior lender under the Company's Credit and Security Agreement that such senior lender has declared that the Company is in default on its loan obligations and that the loan obligations are being accelerated; or (c) The Company terminates your employment with the Company other than for cause.
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Related to Acceleration in Certain Events

  • Termination Upon Certain Events 17 16.2 Procedures....................................................17

  • Adjustments Upon Certain Events In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.

  • Acceleration Events Each of the following events shall constitute an “Acceleration Event”:

  • Certain Events If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • Certain Events of Default The following Events of Default will apply to the parties as specified below, and the definition of “Event of Default” in Section 14 is deemed to be modified accordingly: Section 5(a) (i) (Failure to Pay or Deliver) will apply to Party A and Party B. Section 5(a)(ii) (Breach of Agreement) will not apply to Party A or Party B. Section 5(a)(iii) (Credit Support Default) will not apply to Party A or Party B. Section 5(a)(iv) (Misrepresentation) will not apply to Party A or Party B. Section 5(a)(v) (Default under Specified Transaction) will not apply to Party A or Party B. Section 5(a)(vi) (Cross Default) will not apply to Party A or Party B. Section 5(a)(vii) (Bankruptcy) will apply to Party A and Party B; provided that clause (2) thereof shall not apply to Party B. Section 5(a)(viii) (Merger without Assumption) will apply to Party A and Party B.

  • Mandatory Reduction of Payments in Certain Events Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

  • Adjustment for Certain Events The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • Automatic Acceleration in Certain Circumstances If an Event of Default set forth in Section 7.01(A)(ix) or 7.01(A)(x) occurs with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company), then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any Person.

  • Action Upon Certain Failures of the Master Servicer and Upon Event of Default In the event that a Responsible Officer of the Trustee shall have actual knowledge of any action or inaction of the Master Servicer that would become an Event of Default upon the Master Servicer’s failure to remedy the same after notice, the Trustee shall give prompt written notice thereof to the Master Servicer.

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