Acceleration of Earn-out Payment Sample Clauses

Acceleration of Earn-out Payment. In the event of the consummation after the Closing Date and prior to an Earn-Out End Date of any of the following enumerated occurrences, the remaining Earn-out Payments shall become immediately due and payable (regardless of whether the Earn-Out Criteria have been satisfied), provided that any Earn-Out Payment that has already been made or has already been calculated following determination or deemed determination of the Final Earn-Out Payment Determination in respect of that Earn-Out Payment, shall not be due and payable in connection with this Section 3.3(d):
Sample 1
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Acceleration of Earn-out Payment. In the event that the Employment Agreement is terminated by Buyer during the Term (as that term is defined in Section 3 of the Employment Agreement) for any reason other than “Cause” (as that term is defined Section 7 of the Employment Agreement), the maximum amount of the Earn-out Payment ($800,000) shall be deemed to have been earned, and the Sellers shall be entitled to receive a cash payment equal to $800,000, less the amount of the Earn-out Payment that Buyer has paid through the date of the termination of the Employment Agreement. The acceleration of the Earn-out Payment under this Section 8.01(e) shall not apply if Xxxxx Xxxxxxx voluntarily resigns, or if the Employment Agreement is terminated because of the death of Xxxxx Xxxxxxx or his “Disability” (as that term is defined in Section 7 of the Employment Agreement). Subject to Section 8.01(g), the accelerated Earn-out Payment shall be paid in full no later than ten Business Days following the termination of the Employment Agreement. Buyer shall pay to each Seller his or her pro rata portion of the applicable Earn-out Payment (based on such Seller’s ownership of Shares as set forth on Schedule 1) in cash by wire transfer of immediately available funds to such Seller’s Account.
Sample 1
Acceleration of Earn-out Payment. If an Acceleration Event occurs during any Measurement Period, then the Seller Entities shall be deemed to have earned the maximum Contingent Future Payment determined in accordance with Section 2.8(a)(v)(A) (i.e., $1,375,000) for the Measurement Period in which the Acceleration Event occurs and for any Measurement Period that commences after the Acceleration Event occurs, without regard to the actual EBITDA for that period. Further, the Seller Entities shall retain the right to earn a Contingent Future Payment determined in accordance with Section 2.8(a)(v)(B) following an Acceleration Event, if all conditions for earning such a Contingent Future Payment remain capable of being measured and otherwise satisfied (i.e., neither Shareholder nor Xxxxxxxxx'x employment under their Employment Agreements is terminated by the Company for "Cause" or by Shareholder or Xxxxxxxxx without "Good Reason," as such terms are defined in the Employment Agreements) (other than a resignation of employment of Shareholder and/or Xxxxxxxxx following a Change in Control), otherwise all rights and interests to such Contingent Future Payments shall be deemed forever waived by the Seller Entities and the Sellers. If any Contingent Future Payment(s) are payable under this Section 2.8(e), such amount shall be paid by the Buyer (or its successor) to the Seller Entities in immediately available funds to a single bank account designated in writing by the Seller Entities, and shall be paid within ten (10) Business Days after the occurrence of the Acceleration Event.
Sample 1
Acceleration of Earn-out Payment. Notwithstanding anything herein to the contrary, if from the Closing Date through the end of the Second Earn-out Period, an Acceleration Event occurs, Buyer shall pay to Seller the Acceleration Payment, calculated pursuant to this Section 3.4(c) below. Buyer shall promptly provide written notice to Seller upon the occurrence of any Acceleration Event.
Sample 1
Acceleration of Earn-out Payment. If an Acceleration Event occurs during a Measurement Period, then (i) the maximum Contingent Future Payment for the Measurement Period in which the Acceleration Event occurs (i.e., $1,200,000 or $2,000,000, as the case may be) shall be deemed earned by the Seller, without regard to the actual Gross Profit for that period, and (ii) the maximum Contingent Future Payment(s) for the Measurement Period(s) commencing after the Measurement Period in which the Acceleration Event occurs, if any (i.e., $1,200,000 or $2,000,000 for each, as the case may be), shall be deemed earned by the Seller. If an Acceleration Event occurs during calendar year 2013, then the maximum aggregate Contingent Future Payment (i.e., $7,200,000) shall be deemed earned by the Seller. If any Contingent Future Payment(s) are payable under this Section 2.8(e), such amount shall be paid by the Buyer to the Seller in immediately available funds to a single bank account designated in writing by the Seller, and shall be paid within ten (10) Business Days after the occurrence of the Acceleration Event. For the avoidance of doubt, if an Acceleration Event occurs at any time, Seller will remain eligible to receive Additional Contingent Payments for the remaining Measurement Periods.
Sample 1
Acceleration of Earn-out Payment. Without limiting the Seller’s other rights that it may have under this Agreement, at Law or in equity, if any of the following events (each, an “Earn-Out Acceleration Event”) occur during any Earn-Out Period, then one hundred percent (100%) of the maximum Earn-Out Payment shall be deemed to be earned in full, without further action of the Parties, and the Buyer shall notify the Seller at least 10 Business Days prior to the occurrence of any of the following events and, subject to Section 11.11, shall pay such Earn-Out Payment by wire transfer of immediately available funds in U.S. dollars to such account designated by the Seller:
Sample 1
Acceleration of Earn-out Payment. Upon the occurrence of any of the following events at any time prior to the end of the Earn Out Period, Buyer shall pay to Seller the full Earn Out Amount of $2.5 Million, less any Earn Out Deduction, within fifteen (15) business days by wire transfer of immediately available funds to the account or accounts designated by Seller. Buyer shall thereafter have no obligation to pay, nor Seller any right to receive, any further Earn Out Payment.
Sample 1
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Related to Acceleration of Earn-out Payment

  • 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).

  • Equity Vesting Acceleration Vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards subject to only time-based (and not performance-based) vesting. In the case of equity awards with performance-based vesting, such awards will be treated as set forth in the applicable award agreement. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination, any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding until the earlier of (x) ninety (90) days following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within the ninety (90) day period following the Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within the ninety (90) day period following a Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited on the ninetieth (90th) day following the date of the Qualifying Termination without having vested.

  • 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.

  • Payment of Reimbursement Amount To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period.

  • Distributions Following Acceleration If the Notes are accelerated after an Event of Default, on each Payment Date starting with the Payment Date relating to the Collection Period in which the Notes are accelerated, the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Bank Accounts and make deposits and payments, to the extent of funds in the Bank Accounts for the related Collection Period, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as stated):

  • Equity Compensation Acceleration Upon the Executive’s Termination Upon Change of Control, the vesting and exercisability of all then outstanding stock options (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares subject to any such equity awards granted to the Executive.

  • 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.

  • 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 Event The Company shall give Employee at least ten (10) business days’ notice (or, if not practicable, such shorter notice as may be reasonably practicable) prior to the anticipated closing date of a transaction which the Board of Directors of the Company determines to be a change of control of the Company in circumstances where it is appropriate to accelerate the vesting of employee stock options. Upon receipt of such notice, all stock options of Employee shall become immediately exercisable in full, and until the day before such anticipated closing date (or such shorter period as the Company shall reasonably determine and so notify Employee), Employee shall be permitted to exercise all options with respect to up to the entire number of shares of the Company’s common stock covered thereby. The Company may in such notice require that upon the close of the period described above during which an option may be so exercised such option shall terminate to the extent that it has not theretofore been exercised. Notwithstanding the foregoing, in the event the event which was the subject of such notice is not closed, options which were exercised shall be deemed not to have been exercised, any consideration received by the Company on account of the exercise price thereof shall be returned, and such options shall be exercisable thereafter (disregarding any acceleration of vesting as provided for above, which shall then be of no effect) to the same extent they would have been exercisable if no such notice had been given.

  • Option Acceleration One hundred percent (100%) of the shares subject to all Options granted to the Employee by the Company prior to the Change of Control shall immediately become vested and exercisable in full upon such Involuntary Termination. Following such acceleration, the Options shall continue to be subject to the terms and conditions of the Company’s stock option plans and the applicable option agreements between the Employee and the Company.

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