Events of Change Sample Clauses

Events of Change. Each of the following events shall constitute an "Event of Change" for the purposes of this Agreement:
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Events of Change. (1) If an Event of Change shall occur, either party shall, promptly upon becoming aware of it, notify the other party of the occurrence of such Event of Change. After an Event of Change shall have occurred, and provided that such Event of Change is then continuing, upon at least two (2) Business Days’, and not more than twenty (20) Business Days’, notice to the other party, either party may designate in writing a Business Day as an accelerated termination date ("Accelerated Termination Date"), but only with respect to those Transactions that are affected by such Event of Change. During the period between the date notice of the Event of Change is received and the designated Accelerated Termination Date, both parties shall make reasonable efforts to, if possible, avoid the situation so that the performance of the Agreement can continue with respect to those Transactions affected by the Event of Change; provided that this subsection will not impose on either party any obligation other than to negotiate in good faith to make arrangements as will not adversely affect such party.
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Events of Change 
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Related to Events of Change

  • Events of Acceleration The occurrence of any of the following shall constitute an "Event of Acceleration" by the Lender under this Note:

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

  • Description of Change in Terms A. Modification(s) to Loan Agreement.

  • Certain Events of Default The following Events of Default will apply to the parties as specified below, and the definition of “Event of Default” in Section 14 is deemed to be modified accordingly:

  • Effect of Change of Control Upon a Change of Control, a number of Units shall, upon certification of performance by the Committee, convert into time-based restricted stock units (the “Time-Based Units”) (as may be adjusted in accordance with Section 4.4 of the Plan) calculated based on a performance period from January 1, 2023 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Change of Control; and provided further that the Date of Issuance in such case shall be December 31, 2025 subject to either (1) your continued employment through such date or (2) your Retirement, pursuant to Section 2(b)(iii). Upon your termination of employment by Capital One without Cause or for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a Change of Control of Capital One and prior to the Date of Issuance with respect to the Time-Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (to the extent not previously vested or forfeited as provided herein) and such date shall be the Date of Issuance; provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in and pursuant to Reg. Section 1.409A 1(i) or any successor regulation, on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting prior to the earlier of (i) the date which is six months from the date of your “separation from service” (as defined in Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that have vested, the Shares related thereto shall be issued to you, in settlement of such vested Time-Based Units, on the Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the underlying Shares, which do not vest on or before the Date of Issuance, as provided in this Section 2, shall immediately be forfeited as of such Date of Issuance (to the extent not previously forfeited as provided herein).

  • Definition of Change of Control For purposes of this Agreement, a “Change of Control” will mean the first to occur of:

  • REMEDIES IN CASE OF AN EVENT OF DEFAULT If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable:

  • Events of Default and Termination Events (i) The following provisions of Section 5 will not apply to either Party A or Party B: Section 5(a)(ii) Section 5(a)(iii) Section 5(a)(iv) Section 5(a)(v) Section 5(a)(vi) Section 5(b)(iii) Section 5(b)(iv)

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