Continuation of Vesting Sample Clauses

Continuation of Vesting. Notwithstanding anything in this Agreement to the contrary: (i) the Class A Units held by any Member as a result of the conversion of Class B Units (as defined in the Second Amended Agreement), Class E Units (as defined in the Second Amended Agreement) or Class W Units (as defined in the Second Amended Agreement) which as of the date hereof are subject to any vesting, forfeiture, repurchase or similar provisions pursuant to the Second Amended Agreement or in any applicable management unit subscription agreement or other agreement pursuant to which such Unvested Units were issued (in each case, “Unvested Units”) shall continue to be subject to such vesting, forfeiture, repurchase or similar provisions; and (ii) no Member may Transfer any Unvested Units, provided that a Member may Transfer Unvested Units pursuant to and in accordance with the Exchange Agreement if the Member acknowledges and agrees in writing, in a form reasonably satisfactory to the Managing Member, that any securities received in exchange therefor shall continue to be subject to the vesting, forfeiture, repurchase or similar provisions to which such Unvested Units are then subject. A Unit shall cease to be an Unvested Unit at such time as such Unit ceases to be subject to such vesting, forfeiture, repurchase or similar provisions.
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Continuation of Vesting. Notwithstanding anything in this Agreement to the contrary, (i) the New Class A Units held by any Member as a result of the conversion of Units held under the Second Amended Agreement or as a result of the DPH Merger (in each case, the “converted units”) shall continue to be subject to any vesting provisions or forfeiture provisions to which those converted units were subject in the applicable grant agreement or other agreement pursuant to which such converted units were issued, adjusted as provided in any such agreement, in relation to the transactions relating to the conversion or DPH Merger, as the case may be; and (ii) no Member may Transfer any unvested Units.
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Continuation of Vesting. (i) Notwithstanding anything to the contrary in the applicable Plan, continued vesting of outstanding unvested OSAs, outstanding unvested RSUs and outstanding unvested performance-based restricted stock units (“PSUs”) as if Executive remained in service with Company for twelve (12) months following the Termination Date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as determined by the Board in its reasonable discretion), provided Executive has complied with all aspects of this Agreement including the execution and non-revocation of the Release; provided that, in all instances, the free shares relating to any RSUs and PSUs that become vested during the twelve (12) months following the Termination Date pursuant to this Section 8.2(c)(i) shall be delivered to Executive at the time(s) set forth in the applicable award agreement evidencing such RSUs and PSUs. (ii) Executive acknowledges and agrees that any RSUs or PSUs that may become vested pursuant to the terms of Section 8.2(c)(i) will be subject to a holding period until the second anniversary of the date of grant of the applicable Equity Award, as required by French law and the terms of the RSU Plan and the PSU Plan, as applicable, and that the free shares relating to such vested RSUs or PSUs will be definitively acquired by Executive no earlier than the expiration of the required holding period. (iii) Notwithstanding anything to the contrary in the applicable Company Stock Option Plan (or any successor plan thereto), Executive’s vested OSAs that become vested pursuant to Section 8.2(c)(i) shall remain exercisable by Executive for the 12-month period following the Termination Date, but in no event later than the original expiration date of such OSA. In this connection, to the extent that this provision applies to any award of OSAs that are intended to be treated as “incentive stock options,” Executive acknowledges and agrees that any such OSAs that are affected by this Section 8.2(c) shall be treated as nonqualified OSAs. (iv) The award agreements pursuant to which Executive’s Equity Awards are granted shall contain provisions that are consistent with those set forth in this Section 8.2(c).
Sample 1
Continuation of Vesting. In connection with the Employment Agreement, Grandia received non-statutory options (the “ Non-Statutory Options”) and incentive stock options (the “Incentive Stock Options”) to purchase shares of DAOU Common Stock. A portion of the Non-Statutory Options were granted pursuant to DAOU’s 1996 Stock Option Plan (the “Plan ”) and a portion of the Non-Statutory Options were granted outside the Plan. After the Separation Date and during any period in which Grandia serves on DAOU’s Board of Directors (the “Board”) pursuant to Section 2.2 below, Grandia will continue vesting any Non-Statutory Options covered by the Plan according to the schedule set forth in any stock option agreement between DAOU and Grandia reflecting the grant of Non-Statutory Options under the Plan. Grandia’s time to exercise any vested Non-Statutory Options covered by this Section will run from the date he, for any reason, ceases to serve on the Board. From the Separation Date, Grandia will cease accruing any Non-Statutory Stock Options granted outside the Plan and any Incentive Stock Options. Treatment of the Non-Statutory Stock Options granted outside the Plan will be pursuant to any stock option agreement reflecting that grant. Treatment of any Incentive Stock Options will be pursuant to the Plan and any stock option agreement between Grandia and DAOU reflecting that grant.
Sample 1
Continuation of Vesting. Notwithstanding anything to the contrary in the applicable Plan, Executive will be entitled to continued vesting of outstanding unvested restricted stock units (“RSUs”) and outstanding unvested performance-based restricted stock units (“PSUs”) as if Executive remained employed with Company for six (6) months following the Termination Date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as determined by the Board in its reasonable discretion), provided that Executive has complied with all aspects of this Agreement including the execution and non-revocation of the Release (as defined below); provided that, in all instances, the free shares relating to any RSUs and PSUs that become vested during the six (6) months following the Termination Date pursuant to this Section 8.2(c) shall be delivered to Executive at the time(s) set forth in the applicable award agreement evidencing such RSUs and PSUs. Executive acknowledges and agrees that any RSUs or PSUs that may become vested pursuant to the terms of this Section 8.2(c) will be subject to a holding period until the second anniversary of the date of grant of the applicable Equity Award, as required by French law and the terms of the RSU Plan and the PSU Plan, as applicable, and that the free shares relating to such vested RSUs or PSUs will be definitively acquired by Executive no earlier than the expiration of the required holding period. The award agreements
Sample 1
Continuation of Vesting. In the event of Employee’s termination by the Company for any reason other than Cause (as defined below) or by Employee for Good Reason (as defined below) (for the avoidance of doubt, not including termination due to death), the Initial Grant and Discretionary Grants will continue to vest per terms of the grant subject to Employee’s valid and timely execution and nonrevocation of the Company’s form of general release of claims and covenant not to sue (“Release”). “Cause” shall mean that Employee has engaged in any of the following events, as determined by the Company in good faith: (i) a material breach of any covenant or condition under this Agreement or any other agreement between the Employee and the Company; (ii) failure to perform Employee’s duties in a satisfactory manner; (iii) any act constituting embezzlement, dishonesty, fraud, immoral or disreputable conduct in connection with Employee’s employment with the Company that results in harm to the Company's business, operations, or reputation; (iv) any conduct which constitutes a felony or any crime involving moral turpitude under applicable law; (v) Employee's violation of the Company's written policies or codes of conduct, including any violation of the Company’s policies prohibiting harassment and discrimination; (vi) refusal to follow or implement lawful directives from the Company's management; or (vii) a material act or omission that results in a breach of fiduciary duty or duty of loyalty to the Company. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Employee shall have ten (10) days from the delivery of written notice by the Company within which to cure any acts constituting Cause, if curable, under prong (ii) above. “Good Reason” shall mean (i) a reduction in the Employee's Annual Base Salary by more than ten percent (10%); (ii) a material reduction in the Employee's Bonus opportunity, provided neither a discretionary bonus of $0 nor a general reduction in Bonus opportunity that affects other senior executives of the Company in substantially the same proportion are grounds for Good Reason; (iii) a relocation of the Employee's principal place of employment more than 50 miles one-way commute from Employee’s present place of work; (iv) any material breach by the Company of any material provision of this Agreement; or (v) a material, adverse change in the Employee's title, authority, duties, reporting structure or responsibilities in a m...
Sample 1

Related to Continuation of Vesting

  • Continuation of Service If the Recipient is an air carrier, until March 1, 2022, the Recipient shall comply with any applicable requirement issued by the Secretary of Transportation under section 4114(b) of the CARES Act to maintain scheduled air transportation service to any point served by the Recipient before March 1, 2020.

  • Continuation of Agreement This Agreement shall become effective for each Fund as of the date first set forth above and shall continue in effect for each Fund until August 1, 2010, unless sooner terminated as hereinafter provided, and shall continue in effect from year to year thereafter for each Fund only as long as such continuance is specifically approved at least annually (i) by either the Board of Directors or by the vote of a majority of the outstanding voting securities of such Fund, and (ii) by the vote of a majority of the Directors, who are not parties to the Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than 90 days prior to August 1st of each applicable year, notwithstanding the fact that more than 365 days may have elapsed since the date on which such approval was last given.

  • CONTINUATION OF COMPANY In the event of an occurrence described in Section 1.04, if there is at least (1) one remaining Member, the remaining Member has the right to continue the business of the Company. The remaining Member’s successor, assignee, or transferee may continue the business of the Company, provided the successor, assignee, or transferee consents to the continuation in writing and submits any necessary filings to the office of the Secretary of State.

  • Continuation of Services The Contractor shall work with the current Subcontractor prior to cancellation date to ensure all consumer needs are identified and appropriate placements and transportation needs, as applicable, have been arranged. The Subcontractor shall maintain communication with the Contractor on the process of transferring consumers until all consumers are placed.

  • Continuation of Benefits (i) For a period of three years following the Termination of Employment (the “Benefit Continuation Period”), the Employee shall be treated as if Employee had continued to be an executive for all purposes under the Company’s health insurance plan and dental insurance plan; or if the Employee is prohibited from participating in such plans, the Company shall otherwise provide such benefits. Employee shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, Employee shall be entitled to receive continuation coverage under Part 6 of Title I of ERISA (“COBRA Benefits”) by treating the end of this period as the applicable qualifying event (i.e., as a termination of employment) for purposes of ERISA Section 603(2)) and with the concurrent loss of coverage occurring on the same date, to the extent allowed by applicable law. (ii) For the Benefit Continuation Period, the Company shall maintain in force, at its expense, the Employee’s life insurance in effect under the Company’s voluntary life insurance benefit plan as of the Change-in-Control Date or as of the date of Termination of Employment, whichever coverage limits are greater. For purposes of clarification, the portion of the premiums in respect of such voluntary life insurance for which Employee and the Company are responsible, respectively, shall be the same as the portion for which the Company and Employee are responsible, respectively, immediately prior to the date of Termination of Employment or the Change-in-Control Date, as applicable. (iii) For the Benefit Continuation Period, the Company shall provide short-term and long-term disability insurance benefits to Employee equivalent to the coverage that the Employee would have had Employee remained employed under the disability insurance plans applicable to Employee on the date of Termination of Employment, or, at the Employee’s election, the plans applicable to Employee as of the Change-in-Control Date. Should Employee become disabled during such period, Employee shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For purposes of clarification, the portion of the premiums in respect of such short-term and long-term disability benefits for which Employee and the Company are responsible, respectively, shall be the same as the portion for which Employee and the Company are responsible, respectively, immediately prior to the date of Termination of Employment or the Change-in-Control Date, as applicable. (iv) Notwithstanding anything in this Agreement to the contrary, in no event shall the provision of in-kind benefits pursuant to this Section 3 during any taxable year of Employee affect the provision of in-kind benefits pursuant to this Section 3 in any other taxable year of Employee.

  • Continuation of Partnership The Partners hereby continue the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Continuation of Employment This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate the Participant’s employment at any time. The Participant’s employment shall continue to be on an “at-will” basis.

  • Continuation and Conversion Elections (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

  • Continuations and Conversions Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

  • Continuation of Trust The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and to use the proceeds from such sale to acquire the Debentures, and (b) to engage in only those activities necessary or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the Holders. The Administrative Trustees shall have only those ministerial duties set forth herein with respect to accomplishing the purposes of the Issuer Trust and, to the fullest extent permitted by law, shall not be fiduciaries with respect to the Issuer Trust or the Holders. The Property Trustee shall have the power to perform those duties assigned to the Administrative Trustees. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Issuer Trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act and for taking such actions as are required to be taken by a Delaware Trustee under the Delaware Statutory Trust Act.

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