Impact of Certain Terminations of Service Sample Clauses

Impact of Certain Terminations of Service. (i) In the event of a Termination of Service of the Optionee by the Company or any of its parents or subsidiaries without Cause or by the Optionee for Good Reason, if (i) the Performance Determination Date for an Applicable Year that has ended prior to the date of Optionee’s Termination of Service has not yet occurred, and (ii) the Optionee signs on or after the date of Optionee’s Termination of Service and before the 21st day following Optionee’s Termination of Service, and does not revoke, a Release, then the Performance Options that would otherwise be eligible to vest and become exercisable on such Performance Determination Date if the Financial Targets for such completed Applicable Year are determined to have been met shall remain eligible to vest and become exercisable on such Performance Determination Date and shall vest and become exercisable to the extent the Administrator determines that the Financial Targets for such Applicable Year have been met; and (ii) In the event of a Termination of Service of the Optionee by the Company or any of its parents or subsidiaries without Cause or by the Optionee for Good Reason during an Applicable Year, if Optionee signs on or after the date of Optionee’s Termination of Service and before the 21st day following Optionee’s Termination of Service, and does not revoke, a Release, then a portion of the Performance Options that would otherwise be eligible to vest and become exercisable on the next Performance Determination Date if the Financial Targets for such Applicable Year are determined to have been met shall remain eligible to vest and become exercisable on such Performance Determination Date and shall vest and become exercisable to the extent the Administrator determines that the Financial Targets for such Applicable Year have been met. The number of Performance Options that shall vest and become exercisable under this Section 2.2(c)(ii) shall be equal to the number of Performance Options that would have vested and become exercisable on such Performance Determination Date had the Optionee remained in service as a Service Provider through such Performance Determination Date, multiplied by a fraction, the numerator of which is the number of days during which the Optionee remained in service as a Service Provider during the Applicable Year and the denominator of which is 365.
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Impact of Certain Terminations of Service. Subject to Section 2.5, in the event of a Termination of Service of the Optionee by the Company or any of its parents or subsidiaries without Cause or a Termination of Service by the Optionee for Good Reason, then a number of Liquidity Event Options equal to the number of then-unvested Liquidity Event Options multiplied by a fraction, the numerator of which is the number of days during which the Optionee remained in service as a Service Provider from the Effective Date through the date of Termination of Service and the denominator of which is 1,825, shall remain eligible to vest in accordance with the other provisions of this Agreement.
Sample 1

Related to Impact of Certain Terminations of Service

  • Definitions of Certain Terms The terms "interested person" and "affiliated person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Survival of Certain Terms The provisions of Sections 4.1 (a), ------------------------- 4.2 (a) (i), 4.2(b)(i), 4.3, 5.4, 5.5, 6, 7.1, 7.2, 7.3, 8, 9, and 10 will survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties will cease upon expiration or termination of this Agreement.

  • Construction of certain terms In this Agreement:

  • Allocation of Certain Taxes (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof. (b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.

  • Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 19, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. (b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

  • Definition of Certain Terms For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading and (b) “subsidiary” has the meaning set forth in Rule 405 of the Rules and Regulations.

  • Use of Certain Terms As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

  • Exclusion of Certain Transactions In the event the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the members of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

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