Partial Acceleration. During the term of this Agreement, if any of the events described in Section 2 constituting a Change in Control shall have occurred which Change of Control was not approved by a vote of a majority of the board of directors of Leap, and you are employed by the Company at any time during the period commencing 90 days prior to such Change in Control (or, if earlier, commencing on the date on which Leap enters into an agreement that provides for such Change in Control), and ending on such Change in Control, then: (i) immediately prior to such Change in Control: (A) each of your Unvested Awards (as defined below) shall become immediately vested and exercisable as to 50% of the shares subject to such Unvested Award (or each installment thereof), and all repurchase, transfer and other restrictions with respect to the stock issued pursuant to each of your Unvested Awards (or each installment thereof) shall immediately lapse and terminate as to 50% of the shares, and (B) all of your Deferred Compensation (as defined below) shall become immediately vested as to all amounts deferred thereunder, and (ii) upon the first anniversary of such Change in Control, if you are then employed by the Company, your Unvested Awards shall become immediately vested and exercisable as to all shares subject thereto, and all repurchase, transfer and other restrictions with respect to the stock issued pursuant to your Unvested Awards shall immediately lapse and terminate as to all shares subject thereto.
Partial Acceleration. Upon the Change in Control, the vesting of your right to exercise each Emulex Option (as defined below) and the vesting of any shares of Restricted Stock held by you as of the Change in Control based on the length of your continued employment following the grant of such Emulex Option or Restricted Stock will be accelerated by one year so that your right to exercise such Emulex Option or to vest in shares of Restricted Stock after the Change in Control will be determined as if such Emulex Option or Restricted Stock had been granted to you one year before the actual date of grant of such equity award; provided, however, that the term and expiration date of, and any other restrictions on your right to exercise, such Emulex Option or Restricted Stock shall not be affected by the Change in Control; provided further, however, that, if the agreement evidencing such Emulex Option or Restricted Stock shall provide for acceleration of vesting of your right to exercise such Emulex Option or vest in such Restricted Stock upon a Change in Control which is more favorable to you than the foregoing provisions of this Section 2.1, the acceleration provisions of your Emulex Option or Restricted Stock agreement shall apply and this Section 2.1 shall be disregarded.
Partial Acceleration. Upon the Change in Control, the vesting of your right to exercise each Emulex Option (as defined below) held by you as of the Change in Control based on the length of your continued employment following the grant of such Emulex Option will be accelerated by one year so that your right to exercise such Emulex Option after the Change in Control will be determined as if such Emulex Option had been granted to you one year before the actual date of grant of such Emulex Option; provided, however, that the term and expiration date of, and any other restrictions on your right to exercise, such Emulex Option shall not be affected by the Change in Control; provided further, however, that, if the stock option agreement evidencing such Emulex Option shall provide for acceleration of vesting of your right to exercise such Emulex Option upon a Change in Control which is more favorable to you than the foregoing provisions of this Section 2.1, the acceleration provisions of your stock option agreement shall apply and this Section 2.1 shall be disregarded.
Partial Acceleration. Notwithstanding any other provision of this Section 6, one hundred-percent (100%) of the Shares which are not then exercisable shall become exercisable upon the occurrence of a Change of Control if the Optionee is an employee of the Company immediately before the occurrence of the Change of Control and (1) the Optionee's employment with the Company is terminated by the Company (including any successor or parent resulting from the Change in Control) without Cause within six (6) months after the Change in Control, or (2) the Company (or successor) does not offer the Optionee a Comparable Position upon the Change in Control, or (3), if the Optionee is offered and accepts a Comparable Position, the Optionee is involuntarily removed from such position within six (6) months after the Change in Control. For the purpose of this Section 6(b), the term "Comparable Position" shall mean a position of employment with the Company or its successor following a Change of Control (or if the Company or its successor has a Parent following a Change of Control, its Parent) (X) with substantially the same or superior title, responsibilities, base salary, opportunity for incentive compensation, and eligibility for stock options or other equity incentives as the Optionee had prior to the Change of Control, and (Y) at a location within 50 miles of the Optionee's location prior to the Change of Control, without the Optionee's express prior written consent. For the purpose of this Section 6(b) the term "Cause" shall mean (A) substantial failure by or refusal of the Optionee to perform the Optionee's duties to the Company, gross neglect of such duties, or other material breach of the Optionee's written or oral employment agreement with the Company, as the case may be; (B) material misappropriation by the Optionee of the Company's property or trade secrets, commission of a felony by the Optionee or other public misconduct by the Optionee detrimental to the reputation of the Company or (C) material dishonesty or material violation of any fiduciary duty or duty of loyalty owed by the Optionee to the Company
Partial Acceleration. Upon the occurrence and during the continuance of any Event of Default described in subsection (a), (c), (d) or (e) of Section 10.1 with respect to any Obligation owing or Transaction Document executed in connection therewith, the Purchaser at any time and from time to time may declare any and a such Obligations immediately due and payable, without demand, presentment, notice of demand or of dishonor and nonpayment, protest, notice of protest, notice of intention to accelerate, declaration or notice of acceleration, or any other notice or declaration of any kind, all of which are hereby expressly waived by the Issuer. Upon the Purchaser's acceleration of any or all of the Obligations, it shall use commercially reasonable efforts to give the Issuer reasonably contemporaneous written notice thereof, but any inadvertent error in the timing or manner of giving such notice shall not affect, in any way, the otherwise proper acceleration under the terms of this Agreement of such Obligations.
Partial Acceleration. In accordance with Section 2.2 of the Restricted Stock Unit Agreement between you and the Company dated June 21, 2021 (the “Restricted Stock Agreement”), the Company will accelerate vesting of the shares subject to your equity awards, as detailed in Section 5 below.
Partial Acceleration. In accordance with Section 6.1(b)(iv) of the Employment Agreement, the Company will accelerate vesting of the shares subject to your equity awards, as detailed in Section 5 below. Xxxxxxxx Xxxxxx July 7, 2021 The Company is offering severance to you in reliance on Treasury Regulation Section 1.409A-1(b)(9) and the short-term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4). Any payments made in reliance on Treasury Regulation Section 1.409A-1(b)(4) will be made not later than March 15, 2022 For purposes of Code Section 409A, your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.
Partial Acceleration. If the Contract Administrator gives the Contractor an instruction to accelerate under clause 10.13 requiring it to accelerate the Contractor's Activities and it only applies to part of the delay, the Contractor's entitlement to any extension of time which it otherwise would have had will only be reduced to the extent to which the instruction to accelerate requires the Contractor to accelerate to overcome the delay. Acceleration If the Contract Administrator gives an instruction to the Contractor under clause 10.13: the Contractor must accelerate the Contractor's Activities to overcome or minimise the extent and effect of some or all of the delay as instructed, including, if required, in order to achieve Completion of the Works or the Stage by the relevant Date for Completion; if the Contractor would, but for the instruction, have been entitled to an extension of time to the relevant Date for Completion for the cause of delay, the Contractor will be entitled to be paid: the extra costs reasonably incurred by the Contractor as a direct result of accelerating the Contractor's Activities; and that percentage of the amount under subparagraph (i) specified in the Contract Particulars; and subject to clause 10.14, to the extent permitted by law, the Contractor will not be entitled to make (nor will the Commonwealth be liable upon) any Claim arising out of or in connection with the cause of the delay or the instruction under clause 10.13, other than under paragraph (b).
Partial Acceleration. As a result of the Existing Defaults, Purchaser hereby declares a portion of the Note in the principal amount of $2,655,000.00 due and payable immediately in cash (the “Partial Acceleration”) in an amount equal to the Event of Default Acceleration Amount, including accrued and unpaid interest, including Default Interest, of $33,187.50, for an aggregate amount of $3,086,437.50 (the “Partial Acceleration Amount”). Issuer acknowledges that this Agreement constitutes written notice of the Partial Acceleration and waives any requirement under the Note Documents, including under Section 11(B)(ii) of the Note, to receive any other or further notice of same.
Partial Acceleration. 7.7.1 Notwithstanding any contrary provision of this Section 7, Tenant may exclude any portion of the Premises from Tenant’s exercise of the Acceleration Option (for purposes of this Section 7, an “Exclusion”), but only if:
