Forfeiture Events and Acceleration Events Sample Clauses

Forfeiture Events and Acceleration Events. 3.3.1 Each of the following events shall cause a forfeiture of all Restricted Share Units that have not yet vested pursuant to Section 3.1 hereof (“Forfeiture Event”): 3.3.1.1. The Executive voluntarily terminates his employment with the Company, or its subsidiaries or VIEs as applicable, or the Executive’s employment terminates upon agreement between the Company and the Executive. 3.3.1.2. The Executive commits a material breach under any employment agreement between him and the Company or any of its subsidiaries or VIEs. 3.3.1.3. The Company or any of its subsidiaries or VIEs, as applicable, terminates the Executive’s employment agreement: (a) as a result of acts of the Executive that constitute grounds for dismissal under employment or personnel policies or rules of the Company or such subsidiary or VIE, as the case may be, as in effect from time to time, or (b) as a result of his violation of, or if such termination is required by, laws relating to labor or employment applicable to the Executive or to the Company or its subsidiaries or VIEs; (c) as a result of conduct of the Executive or other events constituting grounds for the Company to dismiss the Executive for “cause” under the terms of any employment agreement between him and the Company or any of its subsidiaries or VIEs. 3.3.1.4. In the event that any employment agreement between the Executive and the Company, or any of its subsidiaries or VIEs as applicable, matures before the Expire Date of Restrictions and (i) the Company proposes that the Executive continue his employment and enter into a successor employment agreement either with the same entity or with the Company or any other of its subsidiaries or VIEs, on terms not substantially less favorable to the Executive than the maturing employment agreement, and
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Forfeiture Events and Acceleration Events. 3.3.1 During the period commencing from the date of this Agreement and ending on the Expiry Date of Restrictions (excluding the Expiry Date of Restrictions), each of the following events shall cause a forfeiture of all Restricted Shares that have not yet been released and become vested pursuant to Section 3.1.3 (each, a “Forfeiture Event”): 3.3.1.1. The Subscriber breaches any Share Restrictions under Section 3.1.1. 3.3.1.2. XXXX Xxx voluntarily terminates his employment with the Company, or its subsidiaries or VIEs, as applicable, or XXXX Xxx’x employment terminates upon agreement between the Company and XXXX Xxx. 3.3.1.3. XXXX Xxx commits a material breach under any employment agreement between him and the Company or any of its subsidiaries or VIEs. 3.3.1.4. The Company or any of its subsidiaries or VIEs, as applicable, terminates XXXX Xxx’x employment agreement: (a) as a result of acts of XXXX Xxx that constitute grounds for dismissal under employment or personnel policies or rules of the Company as in effect from time to time, or (b) as a result of his violation of, or if such termination is required by, laws relating to labor or employment applicable to XXXX Xxx or to the Company or its subsidiaries or VIEs; (c) as a result of conduct of XXXX Xxx or other events constituting grounds for the Company to dismiss XXXX Xxx for “cause” under the terms of any employment agreement between him and the Company or any of its subsidiaries or VIEs. 3.3.1.5. In the event that any employment agreement between XXXX Xxx and the Company, or any of its subsidiaries or VIEs, as applicable, matures before the Expiry Date of Restrictions and (i) the Company proposes that XXXX Xxx continue his employment and enter into a successor employment agreement either with the same entity or with the Company or any other of its subsidiaries or VIEs, on terms not less favorable to XXXX Xxx than the maturing employment agreement, and (ii) XXXX Xxx does not accept such successor employment. 3.3.2 During the period commencing from the date of this Agreement and ending on the Expiry Date of Restrictions (excluding the Expiry Date of Restrictions), none of the following will constitute a Forfeiture Event, and instead will constitute an “Acceleration Event”: 3.3.2.1. XXXX Xxx is dismissed without cause from the Company and any applicable subsidiary or VIE before the Expiry Date of Restrictions. For the avoidance of doubt, dismissal without cause shall mean any of the following acts taken by...
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Related to 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”:

  • 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.

  • Additional Termination Events (i) Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which a Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder: (A) Counterparty may, within five Scheduled Trading Days of the Conversion Date for such Early Conversion, provide written notice (an “Early Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible Notes”), and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i) (provided that Counterparty acknowledges its responsibilities under applicable securities laws and the Companies Law, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of any delivery of an Early Conversion Notice); (B) upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall be no earlier than one Scheduled Trading Day following the Conversion Date for such Early Conversion) with respect to the portion of the Transaction corresponding to a number of Options (the “Affected Number of Options”) equal to the lesser of (x) the number of Affected Convertible Notes minus the “Affected Number of Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Affected Convertible Notes and (y) the Number of Options as of the Conversion Date for such Early Conversion; (C) any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction; (D) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (z) the corresponding Convertible Notes remain outstanding; and (E) the Transaction shall remain in full force and effect, except that, as of the Conversion Date for such Early Conversion, the Number of Options shall be reduced by the Affected Number of Options. (ii) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such acceleration shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (iii) Notwithstanding anything to the contrary in this Confirmation, the occurrence of an Amendment Event shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion rate, conversion rate adjustment provisions, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend (other than, in each case, any amendment or supplement (x) pursuant to Section 10.01(m) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture), in each case, without the consent of Dealer.

  • Other Termination Events Subject to Section 5.3(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) termination of this Agreement in accordance with Section 5.1 by written notice.

  • Suspension of Service and Acceleration If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

  • Liquidity Events of Default If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) the obligation of the Liquidity Provider to make Advances hereunder to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section 3.5(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider.

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

  • 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:

  • Additional Disruption Events Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.

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