Effect of Forfeiture Events and Acceleration Events Sample Clauses

Effect of Forfeiture Events and Acceleration Events. 3.4.1 In the event of a Forfeiture Event, all Restricted Share Units that have not yet vested pursuant to Section 3.1 hereof shall be forfeited by the Executive and canceled in their entirety effective immediately upon such termination, automatically and without any action of any kind by the Executive. 3.4.2 In the event of an Acceleration Event, all Restricted Share Units will become vested upon the occurrence of such Acceleration Event, free of all restrictions under this Agreement and shall be settled, promptly following a written request by the Executive for such settlement, pursuant to Section 3.2 hereof.
Sample 1
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Effect of Forfeiture Events and Acceleration Events. 3.4.1 In the event of a Forfeiture Event, all Restricted Shares that have not become vested pursuant to Section 3.1.3 as of the date of such Forfeiture Event will be sold and transferred by the Subscriber to Sohu Game, or any other Affiliate of the Company designated by Sohu in Sohu’s sole discretion, for a purchase price of US$0.01 per ordinary share, automatically and without any action of any kind by the Subscriber, and subject only to Sohu Game’s or such other Affiliate’s tendering to the Subscriber the full purchase price for such ordinary shares (the “Forfeiture Conditions”). The Subscriber undertakes and agrees to sign any necessary documents and take any necessary actions, as may be reasonably requested by the Company and/or Sohu Game or such other Affiliate from time to time and at the cost of the Company, to ensure the validity and enforceability of the transfer to Sohu Game or such other Affiliate of such forfeited ordinary shares. 3.4.2 In the event of an Acceleration Event, (i) all Restricted Shares will be released from the Forfeiture Conditions and become vested, (ii) all Lock-up Shares will be released from the Lock-up and (iii) all Non-Restricted Shares will be released from the Share Restrictions. The Company will deliver to the Subscriber share certificates representing such released ordinary shares, free of all restrictions under this Agreement.
Sample 1

Related to Effect of Forfeiture Events and Acceleration Events

  • Termination Events If the Early Termination Date results from a Termination Event:—

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

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to the earliest to occur of (i) the effective date of the Merger, (ii) the termination of the Merger Agreement or (iii) December 31, 2004; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by the Company or any Investor of its obligations to effect the Closing pursuant to this Section 6.3, written notice thereof shall forthwith be given to the other Investors and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

  • Events of Default and Termination Events The following Events of Default and Termination Events shall apply to Party A and Party B as set forth below:

  • Waiver of Servicer Events of Default The Holders representing at least 66% of the Voting Rights evidenced by all Classes of Certificates affected by any default or Servicer Event of Default hereunder may waive such default or Servicer Event of Default; provided, however, that a default or Servicer Event of Default under clause (i) or (vii) of Section 7.01 may be waived only by all of the Holders of the Regular Certificates. Upon any such waiver of a default or Servicer Event of Default, such default or Servicer Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Servicer Event of Default or impair any right consequent thereon except to the extent expressly so waived.

  • Forfeiture Events In addition to the rights available to the Company under Section 3 above, upon the occurrence of any of the events set forth in Section 11.2 of the Plan (a “Forfeiture Event”), you, without any further action by the Company or you, shall forfeit, as of the first day of any such Forfeiture Event: (a) all rights and interest to these Units; (b) any Shares received in settlement of these Units then owned by you or by another person for your benefit; and (c) any and all profits realized by you, on an after-tax basis, pursuant to any sales or transfer of any Shares received in settlement of these Units within the six (6) month period prior to the date of such Forfeiture Event. Additionally, the Company shall have the right to issue a stop transfer order and other appropriate instructions and other documents implementing the above-described forfeiture to its transfer agent, Cede & Co., the depository or any of its nominees, and/or any other person with respect to these Units and the Shares, and the Company further shall be entitled to reimbursement from you of any fees and expenses (including attorneys’ fees) incurred by or on behalf of the Company in enforcing the Company’s rights under this Section 4. By accepting this Restricted Stock Unit Award, you hereby consent to a deduction from any amounts the Company owes to you from time to time (including amounts owed to you as compensation as well as any other amounts owed to you by the Company), to the extent of any amounts that you owe to the Company under this Section 4. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount you owe to the Company, calculated as set forth above, you agree to pay immediately the unpaid balance to the Company. You hereby grant the Company a proxy on your behalf, and you hereby agree to execute any documents necessary or appropriate to carry out the foregoing.

  • Conditions to Obligation of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions:

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

  • Waiver of Master Servicer Events of Default Subject to Section 11.09(d), the Holders representing at least 66% of the Voting Rights evidenced by all Classes of Certificates affected by any default or Master Servicer Event of Default hereunder may waive such default or Master Servicer Event of Default; provided, however, that a default or Master Servicer Event of Default under clause (i) or (vi) of Section 7.01 may be waived only by all of the Holders of the Regular Certificates. Upon any such waiver of a default or Master Servicer Event of Default, such default or Master Servicer Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Master Servicer Event of Default or impair any right consequent thereon except to the extent expressly so waived.

  • Definition of Events of Default “Event of Default” means the occurrence of any of the following:

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