Acceleration of Exchange Date Sample Clauses

Acceleration of Exchange Date. At any time after the Exchange Date has been extended pursuant to Section 1.3(e) hereof, Seller may, at its option in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after May __, 2001, by notice to Purchaser not later than ____ a.m. on the date to which the Exchange Date is accelerated; provided that such acceleration shall be effective only if [(A) all other sellers that have entered into purchase agreements with the Trust elect to accelerate such purchase agreements to the same date and (B)] at or prior to ___ a.m. on such accelerated Exchange Date, Seller has paid to Purchaser, by wire transfer to an account designated by Custodian, in Federal (immediately available) funds, an amount equal to the product of (i) the aggregate accrued and unpaid quarterly distributions on all outstanding Securities (computed on the basis of an aggregate quarterly distribution of $______ and a 360-day year comprised of 12 30-day months) and (ii) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Firm Securities. Upon receipt of such amount in immediately available funds, Purchaser shall promptly deliver to Seller, free of any adverse claim, the U.S. Government Securities previously delivered by Seller to Purchaser pursuant to Section 1.3(e) (together with any -11- 12 payments theretofore received by Purchaser in respect thereof). If Seller elects to accelerate the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the holders of the Securities not later than the accelerated Exchange Date.
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Acceleration of Exchange Date. At any time after the Exchange Date has been extended pursuant to Section 1.3(f) hereof, Counterparty may, at its option but only in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after [ ], 2004, by notice to the Trust not later than 10:00 a.m. on the date to which the Exchange Date is accelerated; [provided, however, that Counterparty hereby waives its right to accelerate the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to acceleration of the Exchange Date pursuant to Section 1.3(g) of the Holdings Forward Contract]; provided[, further,] that such acceleration shall be effective only if at or prior to 10:00 a.m. on such accelerated Exchange Date, Counterparty has paid to the Trust, by wire transfer to an account designated by the Trust, in Federal (immediately available same-day) funds, an amount not less than (i) the Extension Amount multiplied by (ii) the number of days in the period from (and including) [ ] to (but excluding) the Exchange Date as accelerated, calculated on the basis of a 360 day year consisting of twelve 30-day months divided by (iii) 90. If Counterparty elects to accelerate the Exchange Date and so notifies the Trust, the Trust shall provide notice of such election to the holders of the Equity Trust Securities not later than the accelerated Exchange Date.
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Acceleration of Exchange Date. At any time after the Exchange Date has been extended pursuant to Section 1.3(f) hereof, Counterparty may, at its option but only in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after February 15, 2005, by notice to the Trust not later than 10:00 a.m. on the date to which the Exchange Date is accelerated; provided that such acceleration shall be effective only if at or prior to 10:00 a.m. on such accelerated Exchange Date, Counterparty has paid to the Trust, by wire transfer to an account designated by the Trust, in Federal (immediately available same-day) funds, an amount not less than (i) the Extension Amount multiplied by (ii) the number of days in the period from (and including) February 15, 2005 to (but excluding) the Exchange Date as accelerated, calculated on the basis of a 360 day year consisting of twelve 30-day months divided by (iii) 90. If Counterparty elects to accelerate the Exchange Date and so notifies the Trust, the Trust shall provide notice of such election to the holders of the Equity Trust Securities not later than the accelerated Exchange Date.
Sample 1
Acceleration of Exchange Date. At any time after the Exchange Date has been extended pursuant to Section 1.3(f) hereof, Seller may, at its option but only in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after [ ], 2002, by notice to Purchaser not later than 10:00 a.m. on the date to which the Exchange Date is accelerated; provided that such acceleration shall be effective only if (i) each Other Rollover Seller, if any, has previously or simultaneously elected to accelerate the Exchange Date (as such term is defined in the forward purchase agreement dated as of the date hereof between such Other Rollover Seller and the Purchaser), and (ii) at or prior to 10:00 a.m. on such accelerated Exchange Date, Seller has paid to Purchaser, by wire transfer to an account designated by Purchaser, in Federal (immediately available same-day) funds, an amount equal to not less than the product of (1) the Extension Amount TIMES the number of days in the period from (and including) [ ], 2002 to (but excluding) the Exchange Date as accelerated, calculated on the basis of a 360 day year consisting of twelve 30-day months divided by [90]. If Seller elects to accelerate the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the holders of the DECS not later than the accelerated Exchange Date.
Sample 1
Acceleration of Exchange Date. At any time after the Exchange ----------------------------- Date has been extended pursuant to Section 1.3(f) hereof, Seller may, at its option but only in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after , 2002, by notice to Purchaser not later than a.m. on the date to which the Exchange Date is accelerated; provided that such acceleration shall be effective only if (i) each Other Seller, if any, has previously or simultaneously elected to accelerate the Exchange Date (as such term is defined in the forward purchase agreement dated as of the date hereof between such Other Seller and the Purchaser), and (ii) at or prior to a.m. on such accelerated Exchange Date, Seller has paid to Purchaser, by wire transfer to an account designated by Purchaser, in Federal (immediately available same-day) funds, an amount equal to not less than the product of (1) $____________ [the aggregate interest payable for the extension period on the Initial DECS per day] times the number of days in the period from ----- (and including) , 2002 to (but excluding) the Exchange Date as accelerated, calculated on the basis of a 360 day year consistency of twelve 30-day months and (2) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Initial DECS. If Seller elects to accelerate the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the holders of the DECS not later than the accelerated Exchange Date.
Sample 1
Acceleration of Exchange Date. At any time after the Exchange Date has been extended pursuant to Section 1.3(f) hereof, Seller may, at its option but only in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after [ ], 2005, by notice to Purchaser not later than 10:00 a.m. on the date to which the Exchange Date is accelerated; PROVIDED that such acceleration shall be effective only if at or prior to 10:00 a.m. on such accelerated Exchange Date, Seller has paid to Purchaser, by wire transfer to an account designated by Purchaser, in Federal (immediately available same-day) funds, an amount not less than (i) the Extension Amount MULTIPLIED BY (ii) the number of days in the period from (and including) [ ] to (but excluding) the Exchange Date as accelerated, calculated on the basis of a 360 day year consisting of twelve 30-day months DIVIDED BY (iii) 90. If Seller elects to accelerate the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the holders of the DECS not later than the accelerated Exchange Date.
Sample 1

Related to Acceleration of Exchange Date

  • Acceleration of Exercisability Notwithstanding the schedule provided in subsection 3.2, the Option will become fully exercisable (unless Participant chooses to decline accelerated Vesting of all or any portion of the Option) upon the occurrence of either:

  • Acceleration of Exercisability of Option (a) This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’s Continuous Service, there is a “Change in Control,” as defined in Section 9(b) of the Plan.

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Extension of Scheduled Termination Date Under the Fee Agreement, the Fund shall have the right, exercisable not more than one hundred twenty (120) days nor less than ninety (90) days prior to the Scheduled Termination Date, to request that the Liquidity Provider extend the term of such Scheduled Termination Date for an additional period of up to 364 days or, if mutually agreed upon by the parties to the Fee Agreement, a period greater than 364 days, which request may be conditioned upon terms and conditions that are different from the terms and conditions of this Agreement and the Fee Agreement then in effect. The Liquidity Provider shall, no later than thirty (30) days after receiving such request, notify the Fund and the Tender and Paying Agent of its acceptance or rejection of such request, which acceptance by the Liquidity Provider may be a Conditional Acceptance conditioned upon terms and conditions which are different from the terms and conditions of this Agreement and the Fee Agreement then in effect or the terms and conditions proposed by the Fund in making an extension request. If the Liquidity Provider fails to notify the Fund and the Tender and Paying Agent of its acceptance or rejection of the Fund's request for extension within such 30-day period, such failure to respond shall constitute a rejection of such request. If the Liquidity Provider provides a Conditional Acceptance, then the Fund shall have thirty (30) days thereafter to notify the Liquidity Provider and the Tender and Paying Agent of its acceptance or rejection of the terms and conditions specified in the Liquidity Provider's Conditional Acceptance. The Fund's failure to notify the Liquidity Provider and the Tender and Paying Agent within the 30-day period will be deemed a rejection of the terms and conditions specified in the Liquidity Provider's Conditional Acceptance. Under the Fee Agreement, the Fund will acknowledge and agree that the Liquidity Provider may grant or deny any request for extension of the Scheduled Termination Date in its sole and absolute discretion.

  • Termination Due to a Change of Control If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5.f.(i)), and (B) either Employer or its assigns terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years; and (iii) benefits described in Sections 5.b.(I) and (II) below. The amounts described in Section 5.a.(i) and (ii) herein shall be paid no later than forty-five (45) days after the day on which employment is terminated. No payment will be made pursuant to Section 5.a.(ii) unless the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”) and the Release Agreement has become irrevocable prior to the payment date.

  • Extension of Exercise Period Notwithstanding any provisions of paragraphs (a), (b), (c) or (d) of this Section to the contrary, if exercise of the Option following termination of employment during the time period set forth in the applicable paragraph or sale during such period of the Shares acquired on exercise would violate any of the provisions of the federal securities laws (or any Company policy related thereto), the time period to exercise the Option shall be extended until the later of (i) forty-five (45) days after the date that the exercise of the Option or sale of the Shares acquired on exercise would not be a violation of the federal securities laws (or a related Company policy), or (ii) the end of the time period set forth in the applicable paragraph.

  • Acceleration of Vesting Upon Change in Control Effective at the time of a Change in Control, all unvested stock options and stock previously issued to Executive as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all options, such that the underlying shares will be considered outstanding at the time of the Change in Control.

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Repayment on Termination Date The Borrower hereby agrees to repay the outstanding principal amount of (i) all Revolving Credit Loans in full on the Revolving Credit Maturity Date, and (ii) all Swingline Loans in accordance with Section 2.2(b) (but, in any event, no later than the Revolving Credit Maturity Date), together, in each case, with all accrued but unpaid interest thereon.

  • Mandatory Termination of Commitments (a) The Initial Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing Date.

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