Acceleration of Earn-Out Sample Clauses

Acceleration of Earn-Out. In the event (i) there is a Change in Control of Parent, [***], then the Members shall be entitled to receive the entire remainder of the maximum unissued Earn-Out Shares, irrespective of achievement of either EBITDA Target, and such Earn-Out Shares shall become immediately due and issuable, except to the extent as otherwise may be agreed to in writing by Parent and the Members.[***]
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Acceleration of Earn-Out. (a) PGI shall pay the Stockholders the Accelerated Earn-Out Amount (as hereinafter defined) in accordance with the terms hereof upon the occurrence of the following (each, an "Accelerated Earn-Out Event"): (i) The breach, prior to the full payment to the Stockholders of Additional Purchase Consideration due Stockholders hereunder in accordance with the terms hereof, of any one or more obligations of PGI to the Stockholders under this Agreement involving the payment of money, after the expiration of any applicable opportunity to cure and/or the arbitrator's final award in favor of Stockholders for any matter submitted to arbitration in accordance with Section 8.15 hereof (a "Final Monetary Breach"), and provided that said breach involves a monetary sum that alone, or on combination with other Final Monetary Breaches, exceeds $100,000 (a "Material Financial Default"). (ii) In the event that, prior to the full payment to the Stockholders of Additional Purchase Consideration due Stockholders hereunder in accordance with the terms hereof, the primary lender for PGI takes any action with respect to the Additional Purchase Consideration Account or the assets of ASM that the Stockholders reasonably believe renders it impossible for PGI to pay the 1997 Additional Purchase Consideration or the 1998 Additional Purchase Consideration when due (an "Earn-Out Impossibility Event"). In the event of the occurrence of circumstances that the Stockholders reasonably believe constitute an Earn-Out Impossibility Event, the Stockholders shall send a written notice to such effect to PGI stating the basis for such belief (an "Anticipated Default Notice"). Upon receipt of an Anticipated Default Notice, PGI and the Stockholders shall consult for a period of 30 days with respect to Stockholders' concerns as set forth in the Anticipated Default Notice. If, following such consultation, PGI and the Stockholders are unable to resolve the Stockholders' concerns, then PGI shall have 60 days within which to provide reasonable alternative security for the payment of the Additional Purchase Consideration ("Alternate Security"). In the event that PGI is unable to provide such Alternate Security, an Accelerated Earn-Out Event shall be deemed to have occurred. (iii) An Insolvency Event (as hereinafter defined) occurring prior to the full payment to the Stockholders of Additional Purchase Consideration due Stockholders hereunder in accordance with the terms hereof. As used herein, an "Insolvency ...
Acceleration of Earn-Out. If, during the Earn-Out Period, all or substantially all of the assets of the Buyer are sold or the Buyer agrees to a take-over bid or other transaction of the Buyer such that at least a majority of the outstanding shares of the Buyer are acquired by one person or group of persons acting jointly or in concert who did not previously own such shares, the Buyer shall pay to EIS, on the closing of any such transaction, an amount equal to $6,000,000 (the “Accelerated Earn-Out”) as an acceleration of possible Earn-Out Payments under Section 3.8, less any amount previously paid (including by way of set-off) to EIS as Earn-Out Consideration under Section 3.8. If the Accelerated Earn-Out has been paid, any additional Earn-Out Consideration payable hereunder shall not be paid until the Earn-Out Consideration payable exceeds $6,000,000, and in such event the Buyer shall pay to EIS, in accordance with the terms hereof, only the difference between the aggregate Earn-Out Consideration payable and $6,000,000. * Confidential treatment requested.
Acceleration of Earn-Out. The entire unpaid portion of the Equity Earn-Out allocable to an Employee Shareholder and the entire unpaid portion of the Employment Earn-Out allocable to an Employee Shareholder shall be deemed earned and payable in the event that such Employee Shareholder’s employment is terminated under his Employment Agreement without cause (as determined under his Employment Agreement) or such Employee Shareholder terminates his employment for good reason (as determined under his Employment Agreement). The portion of the Employment Earn-Out that becomes payable pursuant to the preceding sentence shall be paid to such Employee Shareholder and the portion of the Equity Earn-Out that becomes payable pursuant to the preceding sentence shall be paid to all the Owners (including, for the avoidance of doubt, such Employee Shareholder) pro rata based on each Owner’s Percentage Ownership. In the event the Parent or Buyer materially breaches any of its respective obligations under clauses (a), (b) or (c) of Section 1.7.8 and Parent or Buyer has not reasonably cured such material breach within thirty (30) days after written notice of such material breach is given by an Employee Shareholder to the Parent (provided that neither of the Employee Shareholders or Xxxxxxx is then in material breach of the terms of this Agreement, including their material breach of any of their obligations under clauses (a), (b) or (c) of Section 1.7.8, and provided, further, that no cure period shall be required for a material breach which by its nature cannot be cured) then the entire unpaid portion of the maximum amount of the Earn-Out ($29,200,000) from and after the date of such uncured material breach shall be deemed earned and payable in full to the Owners. In any case pursuant to this Section 1.7.12, in which an Earn-Out Payment becomes payable, then the Buyer shall make such payment within ten (10) Business Days thereafter.
Acceleration of Earn-Out. In the event that any Company Stockholder’s employment with Mobix is terminated by Mobix without “cause” (as such term is defined in the Employment Agreements) prior to January 1, 2026, the 2024 Earn-Out Maximum and the 2025 Earn-Out Maximum payable to both Company Stockholders shall be deemed to have been earned, and each Company Stockholder shall be entitled to receive the 2024 Earn-Out Maximum and 2025 Earn-Out Maximum, less any Earn-Out amounts previously paid to such Company Stockholder, which shall be paid in full no later than ten (10) Business Days following the termination without “cause” of such Company Stockholder’s employment with Mobix.

Related to Acceleration of Earn-Out

  • Acceleration, Etc Upon the occurrence of any Event of Default described in the foregoing Section 10.1(e) or 10.1(f), the Loan shall automatically and immediately terminate and the unpaid principal amount of and any and all accrued interest on the Loan shall automatically become immediately due and payable, with all additional interest from time to time accrued thereon and without presentment, demand or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate or notice of acceleration), all of which are hereby expressly waived by Borrower, and the obligations of Lender to make any further disbursement of the Loan shall thereupon terminate; and upon the occurrence and during the continuance of any other Event of Default, Lender may, by written notice to Borrower, (i) declare that the Loan is terminated, whereupon the Loan and the obligation of Lender to make any further disbursement of the Loan shall immediately terminate, and/or (ii) declare the unpaid principal amount of, any and all accrued and unpaid interest on the Loan and all of the other Obligations to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without presentment, demand, or protest or other requirements of any kind (including without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Borrower. Without limiting Lender’s authority hereunder, on or after the Maturity Date, Lender may exercise any or all rights and remedies under the Loan Documents or applicable law, including, without limitation, foreclosure upon the Property or any additional collateral.

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Acceleration of Vesting (a) In the event your employment with Deluxe is terminated by reason of death, Disability (as defined in the Addendum), or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units will vest and the Units shall become non-forfeitable as of the date of such termination. (b) Subject to Section 4(c), in the event your employment is terminated during the Restricted Period after the first anniversary of the Award Date by reason of involuntary termination without Cause, a pro rata portion of the next segment of Units scheduled to vest after the termination date (based on the number of completed days between the termination date and the scheduled vesting date immediately prior to the termination date (or the Award Date if there was no such scheduled vesting date) divided by 365) shall vest and become non-forfeitable as of the date of such termination. (c) Notwithstanding any provision contained in this Agreement that would result in Units vesting in full or in part at a later date, if, in connection with any Change of Control, the acquiring Person, surviving or acquiring corporation or entity, or an Affiliate of such corporation or entity, elects to assume the obligations of Deluxe under this Agreement and to replace the Shares issuable upon settlement of the Units with other equity securities that are listed on a national securities exchange (including by use of American Depository Receipts or any similar method) and are freely transferable under all applicable federal and state securities laws and regulations (“Replacement Equity Securities”), the Units then subject to restriction shall continue to vest as set forth in Section 2, provided, however, the Units shall vest in full and become non-forfeitable if, within twelve months of the date of the Change of Control: (i) Your employment with the Company is terminated by the Company without Cause, (ii) Your employment with the Company is terminated by you for Good Reason, or (iii) Vesting would otherwise occur on any earlier date as provided under this Agreement. In the event of any such Change of Control, the number of Replacement Equity Securities issuable under this Agreement shall be determined by the Committee in accordance with Section 4(c) of the Plan. In the event of any such Change of Control, all references herein to the Shares shall thereafter be deemed to refer to the Replacement Equity Securities, references to Deluxe or the Company shall thereafter be deemed to refer to the issuer of such Replacement Equity Securities, and all other terms of this Agreement shall continue in effect except as and to the extent modified by this subparagraph. (d) If the Change of Control does not meet the continuation or replacement criteria specified in Section 4(c) above, all Units then subject to restriction shall vest in full immediately and become non-forfeitable upon the Change of Control. (e) The provisions of this Section 4 shall be subject to Sections 5(b) and 8.

  • Acceleration of Equity Awards All: (i) outstanding and unvested options to purchase Common Stock granted to Executive under any equity plan of the Company, (ii) unvested shares of restricted Common Stock awarded to the Executive under any equity plan of the Company, and (iii) other equity and equity equivalent awards then held by the Executive, shall be accelerated in full, and thereafter all such options, shares of restricted Common Stock and other equity awards shall be immediately vested and exercisable for such period of time as provided for by the specific agreements governing each such award, upon Executive’s termination pursuant to Sections 11(b), (c), (e) or (f) hereof.

  • Acceleration Termination of Facilities Terminate the Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Hedging Obligations), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j), the Credit Facility shall be automatically terminated and all Obligations (other than Hedging Obligations) shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

  • Acceleration of Exercisability In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i); provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

  • Payment after Vesting Any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

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

  • Special Acceleration of Option (a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

  • Payments After Event of Default Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

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