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 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, 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:
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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:
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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 (c) The Company terminates Employee's employment with the Company other than for cause.
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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 for the remainder of their terms at any time when any one of the following events has taken place after the date hereof:
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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: Precision Castparts Corp.
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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
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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 ****.
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Related to Acceleration in Certain Events

  • Adjustments in Certain Events The number, class, and price of Securities for which this Warrant Certificate may be exercised are subject to adjustment from time to time upon the happening of certain events as follows:

  • 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.

  • 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.

  • Notice in Certain Events In case:

  • 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:

  • Indemnification in Certain Events If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, with respect to reserve requirements, applicable to the Lender or any other banking or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's capital as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the Lender, then the Borrowers shall, upon demand, pay to the Lender additional amounts sufficient to indemnify the Lender against such increase in cost or reduction in amount receivable.

  • 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:

  • Optional Redemption Due to Changes in Tax Treatment Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that:

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