Acceleration of Certain Awards Sample Clauses

Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, the Renewal RSUs, the Renewal P-RSUs and all Annual RSUs and Annual P-RSUs outstanding shall immediately vest in full. As to any P-RSUs, the modifier will be established as of the Date of Termination based on actual performance as of the date Executive's employment terminates ("Date of Termination").
Sample 1
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Acceleration of Certain Awards. If the Covered Transaction (whether or not there is an acquiring or surviving entity) is one in which there is no assumption, substitution or cash-out, then subject to Section 5(b) below, the delivery of any shares of Stock remaining deliverable under the Award will be accelerated and such shares will be delivered, prior to the Covered Transaction, on a basis that gives the Grantee a reasonable opportunity, as determined by the Administrator, following the delivery of the shares, to participate as a stockholder in the Covered Transaction; provided, that, to the extent acceleration of the Award would cause the Award to fail to satisfy the requirements of Section 409A, the Award shall not be accelerated and the Administrator in lieu thereof shall take such steps as are necessary to ensure that payment of the Award is made in a medium other than Stock and on terms that as nearly as possible, but taking into account adjustments required or permitted by the Plan, replicate the prior terms of the Award.
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Acceleration of Certain Awards. Subject to Section 8.1(e) below, the Administrator may provide that any Award requiring exercise will become exercisable, in full or in part, and/or that the delivery of any shares of Stock remaining deliverable under any outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated, in full or in part, in each case, on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following the exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction.
Sample 1
Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, the Renewal RSU, the Renewal P-RSU, all Annual RSUs and all Annual P-RSUs shall immediately vest in full and shall automatically be adjusted based on the modifier determined under Section 2(g) above.
Sample 1
Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, (A) the Sign-On RSUs, the Sign-On P-RSUs and the Annual RSUs shall immediately vest in full; and (B) any Annual P-RSUs will vest on a pro rata basis based on the number of days from the start of the applicable performance or vesting period until the Date of Termination divided by the total number of days in the applicable performance or vesting period. As to the Sign-On P-RSUs and Annual P-RSUs, the modifier will be established assuming that the applicable “target” performance has been achieved as of the Date of Termination. Notwithstanding the foregoing, in addition to the vesting of Sign-on P-RSUs and Annual P-RSUs at “target” upon termination without Cause or for Good Reason prior to a Change in Control, if the Executive’s termination of employment under this Section 3(b) occurs in anticipation of a Change in Control (as defined herein), and the modifier established in respect of any P-RSUs held by then actively employed senior executives of Seritage based on actual performance as of the Change in Control would result, if applied to each of the Sign-on RSUs and Annual P-RSUs, in a number of Sign-on P-RSUs and Annual P-RSUs vesting, as applicable, that is in excess of the number of Sign-on P-RSUs and Annual P-RSUs that actually vested on the Date of Termination based on “target” performance, the Executive shall receive from Seritage a payment in cash equal to the product of (A) the number of P-RSUs constituting such excess, multiplied by (B) the fair market value of a share of Seritage REIT common stock on the date of the consummation of the Change in Control based on the price paid in connection with the Change in Control. For purposes of this Section 3(b)(v), a termination of employment will be deemed to be “in anticipation of a Change in Control” if such termination (or Good Reason event giving rise to such termination) is effectuated by Seritage within the ninety (90) days immediately preceding the consummation of a Change in Control.
Sample 1
Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, the Sign-On RSU, the Sign-On P-RSU, the Annual RSUs and the Annual P-RSUs shall immediately vest in full, with the modifier applicable to the Sign-On P-RSU and all Annual P-RSUs established assuming the actual performance has been achieved as of the Date of Termination, as determined by the Compensation Committee in good faith, taking into account, among other factors, the timing of the occurrence of the Change in Control in relation to the Outstanding P-RSUs’ applicable performance periods and the nature of the underlying performance metrics and targets.
Sample 1
Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, (A) the Renewal RSUs and the Renewal P-RSUs and any Annual RSU granted following the Effective Date shall immediately vest in full, and (B) any Annual P-RSUs granted following the Effective Date will vest on a pro rata basis based on the number of days from the start of the applicable performance or vesting period until the Date of Termination divided by the total number of days in the applicable performance or vesting period. As to the Renewal P-RSUs and Annual P-RSUs granted following the Effective Date, the modifier will be established assuming that the applicable "target" performance has been achieved as of the Date of Termination. With respect to any annual equity awards granted prior to the Effective Date, to the extent not fully vested as of the Date of Termination, such awards will vest on a pro rata basis based on the number of days from the start of the applicable performance or vesting period until the Date of Termination divided by the total number of days in the applicable performance or vesting period, and the modifier for any performance-based awards will be established as of the Date of Termination based on actual performance as of the Date of Termination.
Sample 1
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Acceleration of Certain Awards. To the extent not fully vested as of the Date of Termination, the Sign-On Award shall immediately vest in full and Annual RSUs and Annual P-RSUs will vest on a pro rata basis based on the number of days from the start of the applicable performance or vesting period until the Date of Termination divided by the total number of days in the applicable performance or vesting period. As to any P-RSUs, the modifier will be established as of the Date of Termination based on actual performance as of the Date of Termination. Notwithstanding the foregoing, the Annual P-RSU grant for 2015 shall vest in full, not be pro-rated and shall equal no less than the amount set forth in Section 2(d) above.
Sample 1

Related to Acceleration of Certain Awards

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Cancellation of Certain Shares Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Application of Certain Payments So long as no Unmatured Event of Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Permitted Ratio Debt or Subordinated Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (ii) fees and expenses payable to holders of such Permitted Ratio Debt or Subordinated Debt required under the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Permitted Ratio Debt or Subordinated Debt and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied; or (b) Term Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Term Debt (including any applicable Intercreditor Agreement), (ii) fees and expenses payable to Term Agent and Term Lenders required under the Term Loan Debt Documents, (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Term Debt and (iii) other payments to the extent expressly permitted in the Intercreditor Agreement and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied.

  • Suspension of Certain Obligations The Company shall not be required to comply with the provisions of subsections (f), (g) or (h) of this Section 4 during any period from the time (i) the Agents shall have suspended solicitation of offers for the purchase of Notes in their capacity as agents pursuant to a request from the Company and (ii) no Agent shall then hold any Notes purchased from the Company as principal, as the case may be, until the time the Company shall determine that solicitation of offers for the purchase of Notes should be resumed or an Agent shall subsequently purchase Notes from the Company as principal.

  • Termination of Certain Covenants The covenants set forth in Sections 2.5, 2.6, 2.7, 2.8, 2.9 and 2.10 shall terminate and be of no further force or effect upon the consummation of (i) a Qualified Public Offering or (ii) a Liquidation Event.

  • Modification of Certain Agreements Each Credit Party will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize: (a) the issuance of any dividend or other distribution on the capital stock of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder ), whether in cash, property, stock or other securities; (b) the voluntary liquidation, dissolution or winding up of the Company; or (c) any transaction resulting in the expiration of this Warrant pursuant to Section 8(b); the Company shall send to the Holder of this Warrant at least ten (10) calendar days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant.

  • Notification of Certain Matters The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

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