Common use of EVENTS OF ACCELERATION Clause in Contracts

EVENTS OF ACCELERATION. Notwithstanding anything to the contrary, the entire unpaid principal sum of this Note, and all interest accrued thereon, shall become immediately due and payable upon one or more of the following events: (a) Upon Xxxx Xxxxxxxxxx, the sole stockholder of Maker, voluntarily ceasing to be employed by, or provide services to, the Company for any reason or for no reason, or the Company terminating or not renewing any employment or consulting arrangement with Xxxx Xxxxxxxxxx for cause, Maker shall be required to pay in a lump sum within thirty (30) days of such termination of employment or service, the principal balance due under this Note and accrued interest thereon; (b) Upon an acquisition of the Company by another entity by means of any transaction (including, without limitation, any stock acquisition, reorganization, merger or consolidation) or a sale of all or substantially all of the assets of the Company (including, for purposes of this section, the exclusive license or sale of intellectual property rights which, in the aggregate, constitute substantially all of the Company’s material assets) (collectively, a “Sale Transaction”), Maker shall be required to pay in a lump sum within two (2) days following the date of entering into an agreement for such Sale Transaction the principal balance due under this Note and accrued interest thereon; (c) Upon the insolvency of the Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, the filing by or against the Maker of any petition in bankruptcy or any petition for relief under the provisions of the federal bankruptcy act or any other state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, the appointment of a receiver or trustee to take possession of any property or assets of the Maker, or the attachment of or execution against any property or assets of the Maker; (d) Upon exercise of the Put Option (as defined in the Grant Agreement) by the Maker.

EVENTS OF ACCELERATION. Notwithstanding anything to the contrary, the entire unpaid principal sum of this Note, and all interest accrued thereon, shall become immediately due and payable upon one or more of the following events: (a) Upon Xxxx Xxxxxxxxxx, the sole stockholder of Maker, voluntarily ceasing to be employed by, or provide services to, the Company for any reason or for no reason, or the Company terminating or not renewing any employment or consulting arrangement with Xxxx Xxxxxxxxxx for cause, Maker shall be required to pay in a lump sum within thirty (30) days of such termination of employment or service, the principal balance due under this Note and accrued interest thereon;. (b) Upon an acquisition of the Company by another entity by means of any transaction (including, without limitation, any stock acquisition, reorganization, merger or consolidation) or a sale of all or substantially all of the assets of the Company (including, for purposes of this section, the exclusive license or sale of intellectual property rights which, in the aggregate, constitute substantially all of the Company’s material assets) (collectively, a “Sale Transaction”), Maker shall be required to pay in a lump sum within two (2) days following the date of entering into an agreement for such Sale Transaction the principal balance due under this Note and accrued interest thereon;. (c) Upon the insolvency of the Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, the filing by or against the Maker of any petition in bankruptcy or any petition for relief under the provisions of the federal bankruptcy act or any other state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, the appointment of a receiver or trustee to take possession of any property or assets of the Maker, or the attachment of or execution against any property or assets of the Maker;. (d) Upon exercise of the Put Option (as defined in the Grant Agreement) by the Maker.

EVENTS OF ACCELERATION. Notwithstanding anything to the contrary, the The entire unpaid principal sum balance of this Note, together with all accrued and all interest accrued thereonunpaid interest, shall become immediately due and payable prior to the specified due date of this Note upon the occurrence of one or more of the following events: (a) Upon Xxxx Xxxxxxxxxx, A. the sole stockholder failure of Maker, voluntarily ceasing to be employed by, or provide services to, the Company for any reason or for no reason, or the Company terminating or not renewing any employment or consulting arrangement with Xxxx Xxxxxxxxxx for cause, Maker shall be required to pay in a lump sum within when due the accrued interest on this Note and the continuation of such default for more than thirty (30) days of such termination of employment or service, days; or B. the principal balance due under this Note and accrued interest thereon; (b) Upon an acquisition expiration of the Company by another entity by means of any transaction thirty (including, without limitation, any stock acquisition, reorganization, merger or consolidation) or a sale of all or substantially all of the assets of the Company (including, for purposes of this section, the exclusive license or sale of intellectual property rights which, in the aggregate, constitute substantially all of the Company’s material assets) (collectively, a “Sale Transaction”), Maker shall be required to pay in a lump sum within two (2) days 30)-day period following the date the Maker ceases for any reason to remain in the Corporation's employ; or C. the sale, transfer, assignment, encumbrance or other conveyance, whether voluntarily or involuntarily or by operation of entering into an agreement for such Sale Transaction law or otherwise, of any of the principal balance due under this Note Purchased Shares in contravention of the provisions of the Stock Issuance Agreement of even date herewith between the Maker and accrued interest thereon;the Company pursuant to which the Maker has acquired the Purchased Shares; or (c) Upon D. the insolvency of the Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, the filing by or against the Maker of any petition in bankruptcy or any petition for relief under the provisions of the federal Federal bankruptcy act or any other state or federal Federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, the appointment of a receiver or trustee to take possession of any property or assets of the Maker, Maker or the attachment of or execution against any property or assets of the Maker;; or (d) Upon exercise E. the occurrence of any event of default under the Put Option (as defined in the Grant Agreement) by the MakerStock Pledge Agreement securing this Note or any obligation secured thereby.

EVENTS OF ACCELERATION. Notwithstanding anything to the contrary, the The entire unpaid principal sum balance of this Note, together with all accrued and all unpaid interest accrued thereon, shall become immediately due and payable prior to the due date of this Note specified in paragraph 3 above upon the occurrence of one or more of the following events: A. the expiration of the ninety (a) Upon Xxxx Xxxxxxxxxx, 90)-day period immediately following the sole stockholder of date on which the Maker, voluntarily ceasing to be employed by, or provide services to, 's employment with the Company terminates for any reason or for no reason, or ; or B. the Company terminating or not renewing any employment or consulting arrangement with Xxxx Xxxxxxxxxx for cause, failure of the Maker shall be required to pay in a lump sum within thirty (30) days any principal or installment of such termination of employment or service, the principal balance due accrued interest under this Note when due and accrued interest thereon;the continuation of such default for more than ten (10) days; or (b) Upon an acquisition of the Company by another entity by means of any transaction (including, without limitation, any stock acquisition, reorganization, merger or consolidation) or a sale of all or substantially all of the assets of the Company (including, for purposes of this section, the exclusive license or sale of intellectual property rights which, in the aggregate, constitute substantially all of the Company’s material assets) (collectively, a “Sale Transaction”), Maker shall be required to pay in a lump sum within two (2) days following the date of entering into an agreement for such Sale Transaction the principal balance due under this Note and accrued interest thereon; (c) Upon C. the insolvency of the Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, the filing by or against the Maker of any petition in bankruptcy or any petition for relief under the provisions of the federal Federal bankruptcy act or any other state or federal Federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, the appointment of a receiver or trustee to take possession of any property or assets of the Maker, Maker or the attachment of or execution against any property or assets of the Maker;, or (d) Upon exercise D. the consummation of the Put Option initial public offering of the common stock of any one or more of the Existing Ventures (as defined in the Grant Incentive Agreement) by pursuant to an underwritten offering registered under the MakerSecurities Act of 1933, as amended or under any laws of any other country providing for the sale of securities to the public; provided, however, that should the underwriter(s) for such offering impose a market black-out, lock up, or stand-off period upon the common stock of the Existing Venture in question, then acceleration of this Note shall not occur until the end of the sixty (60)-day period immediately following the end of that black-out or stand-off period; or E. the occurrence of any event of default under the Stock Pledge Agreement securing this Note or any obligation secured thereby.

EVENTS OF ACCELERATION. Notwithstanding anything to the contrary, the The entire unpaid principal sum balance of ---------------------- this Note, together with all accrued and all interest accrued thereonunpaid interest, shall become immediately due and payable prior to the specified due date of this Note upon the occurrence of one or more of the following events: (a) Upon Xxxx Xxxxxxxxxx, A. the sole stockholder failure of Maker, voluntarily ceasing the Maker to be employed by, or provide services to, pay when due the Company for any reason or for no reason, principal or the Company terminating or not renewing any employment or consulting arrangement with Xxxx Xxxxxxxxxx accrued interest on this Note and the continuation of either such default for cause, Maker shall be required to pay in a lump sum within more than thirty (30) days days; or B. the expiration of such termination of employment or service, the principal balance due under this Note and accrued interest thereon;one (1) year period following the date the Maker ceases for any reason to remain in the Corporation's employ; or C. the date one (b1) Upon year following an acquisition of the Company Corporation (whether by another entity by means of any transaction (including, without limitation, any stock acquisition, reorganization, merger or consolidation) or a sale acquisition of all or substantially all of the Corporation's assets or outstanding voting stock) for consideration payable in cash or freely-tradable securities; provided, however, that if the Pooling of Interest Method, as described in Accounting Principles Board Opinion No. 16, is used to account for the acquisition for financial reporting purposes, acceleration shall not occur prior to the end of the Company sixty (including, for purposes of this section, 60)-day period immediately following the exclusive license or sale of intellectual property rights which, in the aggregate, constitute substantially all end of the Company’s material assets) (collectively, a “Sale Transaction”), Maker shall be applicable restriction period required to pay in a lump sum within two (2) days following the date of entering into an agreement for such Sale Transaction the principal balance due under this Note Accounting Series Release Numbers 130 and accrued interest thereon135; (c) Upon D. the insolvency of the Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, the filing by or against the Maker of any petition in bankruptcy or any petition for relief under the provisions of the federal bankruptcy act Federal Bankruptcy Act or any other state or federal Federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, the appointment of a receiver or trustee to take possession of any property or assets of the Maker, Maker or the attachment of or execution against any property or assets of the Maker;; or (d) Upon exercise E. the occurrence of any event of default under the Put Option (as defined in the Grant Agreement) by the MakerStock Pledge Agreement securing this Note or any obligation secured thereby.

EVENTS OF ACCELERATION. Notwithstanding anything If any of the following events shall ---------------------- occur and be continuing, then the Company may, at its option and without notice to the contraryMaker or any other person, declare the entire unpaid outstanding principal sum balance of this Note, and all together with any other sums the Maker may owe to the Company under or in connection with this Note or otherwise, together with accrued interest accrued thereon, shall become immediately due and payable upon one payable: A. the Maker's failure to pay when due any principal or interest hereunder, including the Maker's failure to pay any amounts due under Section 5 hereof, and such default is continuing for a period of ten (10) or more days after notice thereof from the Company to the Makers; or B. the sale, transfer, mortgage, assignment, encumbrance or lease, whether voluntarily or involuntarily or by operation of law or otherwise, of the following events: (a) Upon Xxxx Xxxxxxxxxx, property covered by the sole stockholder Deed of Maker, voluntarily ceasing to be employed byTrust, or provide services to, the Company for any reason portion thereof or for no reason, or the Company terminating or not renewing any employment or consulting arrangement with Xxxx Xxxxxxxxxx for cause, Maker shall be required to pay in a lump sum within thirty (30) days of such termination of employment or service, the principal balance due under this Note and accrued interest thereon; (b) Upon an acquisition of the Company by another entity by means of any transaction (includingtherein, without limitation, any stock acquisition, reorganization, merger or consolidation) or a sale of all or substantially all of the assets of the Company (including, for purposes of this section, the exclusive license or sale of intellectual property rights which, in the aggregate, constitute substantially all prior written consent of the Company’s material assets) (collectively, a “Sale Transaction”), Maker shall be required to pay in a lump sum within two (2) days following the date of entering into an agreement for such Sale Transaction the principal balance due under this Note and accrued interest thereon;; or (c) Upon C. the insolvency of the Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, the filing by or against the Maker of any petition in bankruptcy or any petition for relief under the provisions of the federal bankruptcy act or any other state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, the appointment of a receiver or trustee to take possession of any property or assets of the Maker, or the attachment of or execution against any property or assets of the Maker;; or (d) Upon exercise D. the occurrence of any event of default under the Put Option (as defined in the Grant Agreement) by the MakerDeed of Trust securing this Note or any obligation secured thereby.

EVENTS OF ACCELERATION. Notwithstanding anything to the contrary, the The entire unpaid principal sum balance of this Note, together with all accrued and all unpaid interest accrued thereon, shall become immediately due and payable prior to the due date of this Note specified in paragraph 3 above upon the occurrence of one or more of the following events: A. the expiration of the ninety (a) Upon Xxxx Xxxxxxxxxx, 90)-day period immediately following the sole stockholder of date on which the Maker, voluntarily ceasing to be employed by, or provide services to, 's employment with the Company terminates for any reason or for no reason, or ; or B. the Company terminating or not renewing any employment or consulting arrangement with Xxxx Xxxxxxxxxx for cause, failure of the Maker shall be required to pay in a lump sum within thirty (30) days any principal or installment of such termination of employment or service, the principal balance due accrued interest under this Note when due and accrued interest thereon;the continuation of such default for more than ten (10) days; or (b) Upon an acquisition of the Company by another entity by means of any transaction (including, without limitation, any stock acquisition, reorganization, merger or consolidation) or a sale of all or substantially all of the assets of the Company (including, for purposes of this section, the exclusive license or sale of intellectual property rights which, in the aggregate, constitute substantially all of the Company’s material assets) (collectively, a “Sale Transaction”), Maker shall be required to pay in a lump sum within two (2) days following the date of entering into an agreement for such Sale Transaction the principal balance due under this Note and accrued interest thereon; (c) Upon C. the insolvency of the Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, the filing by or against the Maker of any petition in bankruptcy or any petition for relief under the provisions of the federal Federal bankruptcy act or any other state or federal Federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, the appointment of a receiver or trustee to take possession of any property or assets of the Maker, Maker or the attachment of or execution against any property or assets of the Maker;; or (d) Upon exercise D. the consummation of the Put Option initial public offering of the common stock of any one or more of the Existing Ventures (as defined in the Grant Incentive Agreement) by pursuant to an underwritten offering registered under the MakerSecurities Act of 1933, as amended or under any laws of any other country providing for the sale of securities to the public; provided, however, that should the underwriter(s) for such offering impose a market black-out, lock up, or stand-off period upon the common stock of the Existing Venture in question, then acceleration of this Note shall not occur until the end of the sixty (60)-day period immediately following the end of that black-out or stand-off period; or E. the occurrence of any event of default under the Stock Pledge Agreement securing this Note or any obligation secured thereby.

EVENTS OF ACCELERATION. Notwithstanding anything If any of the following events shall occur ---------------------- and be continuing, then the Company may, at its option and without notice to the contraryMakers or any other person, declare the entire unpaid outstanding principal sum balance of this Note, and all together with any other sums that either Maker or the Makers may owe to the Company under or in connection with this Note or otherwise, together with accrued interest accrued thereon, shall become immediately due and payable upon one payable: A. the Makers's failure to pay when due any principal or interest hereunder, including the Makers's failure to pay any amounts due under Section 5 hereof, and such default is continuing for a period of ten (10) or more days after notice thereof from the Company to the Makers; or B. the sale, transfer, mortgage, assignment, encumbrance or lease, whether voluntarily or involuntarily or by operation of law or otherwise, of the following events: (a) Upon Xxxx Xxxxxxxxxx, property covered by the sole stockholder Deed of Maker, voluntarily ceasing to be employed byTrust, or provide services to, the Company for any reason portion thereof or for no reason, or the Company terminating or not renewing any employment or consulting arrangement with Xxxx Xxxxxxxxxx for cause, Maker shall be required to pay in a lump sum within thirty (30) days of such termination of employment or service, the principal balance due under this Note and accrued interest thereon; (b) Upon an acquisition of the Company by another entity by means of any transaction (includingtherein, without limitation, any stock acquisition, reorganization, merger or consolidation) or a sale of all or substantially all of the assets of the Company (including, for purposes of this section, the exclusive license or sale of intellectual property rights which, in the aggregate, constitute substantially all prior written consent of the Company’s material assets) (collectively, a “Sale Transaction”), Maker shall be required to pay in a lump sum within two (2) days following the date of entering into an agreement for such Sale Transaction the principal balance due under this Note and accrued interest thereon;; or (c) Upon C. the insolvency of either Maker or the MakerMakers, the commission of any act of bankruptcy by either Maker or the MakerMakers, the execution by either Maker or the Maker Makers of a general assignment for the benefit of creditors, the filing by or against either Maker or the Maker Makers of any petition in bankruptcy or any petition for relief under the provisions of the federal bankruptcy act or any other state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, the appointment of a receiver or trustee to take possession of any property or assets of either Maker or the MakerMakers, or the attachment of or execution against any property or assets of either Maker or the Maker;Makers; or (d) Upon exercise D. the occurrence of any event of default under the Put Option (as defined in the Grant Agreement) by the MakerDeed of Trust securing this Note or any obligation secured thereby.