Acceleration Upon Certain Events. The Borrower's obligation to pay the unpaid principal amount hereof shall forthwith mature, together with interest accrued thereon, in the event of any receivership, insolvency, liquidation, bankruptcy, assignment for the benefit of creditors, reorganization whether or not pursuant to bankruptcy laws, or any other marshalling of the assets and liabilities of the Borrower, but payment of the same shall remain subordinate as hereinabove set forth.
Acceleration Upon Certain Events. In the event of a Termination of Relationship as a result of the Optionee’s death or Disability, the Tranche A Options and Tranche B Options, in each case, composing the next applicable tranche of such Options which have not theretofore vested pursuant to Sections 4(a) and 4(b) above shall become Vested Options, and the remaining Options which are not Vested Options shall be forfeited. In the event of the consummation of a Change in Control, each Option which has not theretofore become a Vested Option and which is scheduled to vest on each of the remaining vesting dates based on anniversaries of the Grant Date or the Amendment Date, as the case may be, will vest upon the earlier of (i) the Optionee’s continued employment with the Company for 18 months after such Change in Control or (ii) a Termination of Relationship by the Company or its Subsidiaries without Cause (as defined in Section 22) or by the Optionee with Good Reason (as defined in Section 22), in each case within 18 months following the consummation of such Change in Control. In all cases involving the consummation of a Change in Control, Options shall otherwise continue to vest in accordance with the terms of Section 4(a) or Section 4(b), as applicable. Except as otherwise provided herein, all unvested Options will immediately terminate upon a Termination of Relationship.
Acceleration Upon Certain Events. (a) Upon a Liquidation Event at any time prior to the end of the Term, all Warrants (other than Additional Warrants that are not Additional Available Warrants), whether exercisable or unexercisable, shall, immediately prior to such Liquidation Event, become fully exercisable without any further action on the part of any Holder; provided that, for the avoidance of doubt, in the event of any termination of the Loan Purchase Agreement for any reason other than an LPA Warrant Acceleration Event (each, a “Non-Acceleration LPA Termination Event”), then any Liquidation Event occurring subsequent to such Non-Acceleration LPA Termination Event (but prior to the end of the Term) shall not cause any Warrants or Additional Warrants to accelerate and become fully exercisable in accordance with the foregoing.
Acceleration Upon Certain Events. (a) Upon a Liquidation Event at any time prior to the end of the Term, all Warrants (other than Additional Warrants that are not Additional Available Warrants), whether exercisable or unexercisable, shall, immediately prior to such Liquidation Event, become fully exercisable without any further action on the part of any Holder; provided that, for the avoidance of doubt, in the event of any termination of the Loan Purchase Agreement for any reason other than an LPA Warrant Acceleration Event (each, a “Non-Acceleration LPA Termination Event”), then any Liquidation Event occurring subsequent to such Non-Acceleration LPA Termination Event (but prior to the end of the Term) shall not cause any Warrants or Additional Warrants to accelerate and become fully exercisable in accordance with the foregoing. (b) Upon an LPA Warrant Acceleration Event or a [***] at any time prior to the end of the Term, all Warrants (other than Additional Warrants that are not Additional Available Warrants), whether exercisable or unexercisable, shall immediately become fully exercisable without any further action on the part of any Holder; provided that, for the avoidance of doubt, in the event of any termination of the Loan Purchase Agreement for any reason other than an LPA Warrant Acceleration Event or the Servicing Agreement (as defined in the Loan Purchase Agreement) for any reason other than [***], then any LPA Warrant Acceleration Event or [***] occurring subsequent to such Non-Acceleration LPA Termination Event shall not cause any Warrants or Additional Available Warrants to accelerate and become fully exercisable in accordance with the foregoing. ARTICLE X
Acceleration Upon Certain Events. In the event that, prior to the final determination of the 2019 EBITDA Earnout Payment pursuant to Section 2.9(b), there occurs (i) a sale or other disposition of all or substantially all of the assets of Newco or any of the Acquired Companies or (ii) a “Change of Control” as defined in the Corbel Loan Documents, then, within five Business Days after the occurrence of such event, Holdco shall pay an amount in cash equal to (x) $2,400,000 minus (y) the 2018 EBITDA Earnout Payment, as finally determined, to Sellers in accordance with the allocation set forth in Schedule 2.9.
Acceleration Upon Certain Events. In the event that after the end of the First Calculation Period (i) the First Deferred Payment was paid or required to be paid under this Section 2.06 and (ii) there occurs a sale or other disposition of all or substantially all of the assets of Buyer, or a merger, consolidation, recapitalization or other transaction in which any Person becomes the beneficial owner, directly or indirectly, of 50% or more of the combined voting power of all interests in Buyer (“Controlling Interest”) but did not hold a Controlling Interest on the Closing Date, (a “Triggering Event”), the Sellers may, in their sole discretion, upon notice to Buyer (such notice, the “Acceleration Notice”), elect to have paid in full by Buyer the Second Deferred Payment. The obligation to pay such amounts as the result of a Triggering Event shall not be excused or limited as the result of any previous or subsequent financial performance of the Companies.
Acceleration Upon Certain Events. Notwithstanding anything herein, in the Plan or in the Option Agreement to the contrary, in the event (i) of a Change in Control (as defined in the Plan) or (ii) the Company removes Executive from the position of Chief Financial Officer for other than Cause (as defined below), in each case, prior to the first anniversary of the Effective Date, then, subject to Executive’s delivery to the Company of a general release of claims against the Company and its affiliates in a form acceptable to the Company that becomes effective and irrevocable in accordance with Section 11(b) below, the vesting and exercisability of the Option shall thereupon accelerate as to twenty-five percent (25%) of the total number of shares of Company common stock underlying the Option that otherwise would have vested on the first anniversary of the Effective Date, and the remainder of the Option shall vest in accordance with the original vesting schedule of the Option (i.e., 1/48th per month commencing on the one year and one month anniversary of the Effective Date), subject to Executive’s continued service to the Company.
Acceleration Upon Certain Events. (i) In the event that (i) Buyer elects to discontinue the New Division or materially impairs the ability of the Company or the New Division, as applicable, to achieve the Additional Consideration Targets that correspond to the Additional Consideration Period in which such impairment has occurred, or (ii) both Founders are terminated without Cause or leave for Good Reason (the final determination of the occurrence of (i) or (ii), each a “Determination Date”), the performance through the Determination Date for each of the Revenue Targets and Contribution Targets shall be calculated and extrapolated, on a straight-line basis, through the remainder of the Additional Consideration Period and the Additional Consideration Payments shall be paid, if and to the extent such Revenue Targets and Contribution Targets are achieved in any Additional Consideration Period, in accordance with and subject to Section 2.6(a). Such accelerated payments shall be made within ten (10) Business Days after the Determination Date.
Acceleration Upon Certain Events. All unvested Upstairs Class B Units shall immediately vest in full upon an event described in Section 3.1(b), above, subject to Participant’s continued employment in Good Standing with the Company or an Affiliate through the date of such event.
Acceleration Upon Certain Events. In the event of any (i) consolidation or merger of the Business with or into any other Person following which Buyer does not control the surviving Person in such transaction, (ii) sale of substantially all of the assets of the Business to any other Person or (iii) other similar transaction following which Buyer does not control the surviving Person in such transaction, in each case, prior to the end of the Measurement Period, the provisions of this Agreement shall similarly apply to such successor Person consolidating, merging, acquiring or otherwise entering into a similar transaction with the Business. Buyer shall not effect any such consolidation, merger, sale or similar transaction prior to the end of the Measurement Period unless, prior to the consummation thereof, (A) such successor Person (if other than Buyer) resulting from such consolidation, merger, sale or similar transaction, shall assume, by operation of Law or written instrument reasonably satisfactory to Seller Representative, the obligation to deliver to the Sellers the remaining Contingent Payment, if any, which, in accordance with this Agreement, the Sellers shall continue to be entitled to receive, or (B) Buyer shall pay or cause to be paid the remaining Contingent Payment, if any, to the Sellers, as if fully earned.
