Special Acceleration Provisions Sample Clauses

Special Acceleration Provisions. Notwithstanding any other provisions of the Plan to the contrary, in the event of a Change in Control (as such term is defined below), then the vesting and exercisability of fifty percent (50%) of the then unvested shares of Common Stock subject to your option (and last scheduled to vest thereunder) shall be accelerated in full (and any reacquisition or repurchase rights held by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate) thereby shortening the remaining vesting period by one half. Any unvested shares of Common Stock subject to your option after such acceleration shall continue to vest at the same rate (and in the same amounts) as prior to such acceleration. For example, assume at the time immediately prior to a Change in Control (i) the number of unvested shares of Common Stock subject to your option is thirty-six (36) shares and (ii) such shares are vesting monthly such that one (1) share is vesting each month. In such event, following both a Change in Control and the related 50% acceleration described herein, the remaining unvested shares of Common Stock subject to your option (i.e., eighteen) shall continue to vest at the same rate (and in the same amounts) as prior to such acceleration (i.e., one share per month) over the remaining vesting period thereby shortening the vesting period provided in this example by eighteen months). In addition, notwithstanding any other provisions of the Plan to the contrary, in the event of a Change in Control (as such term is defined below) and if, within the period beginning as of the effective date of such Change in Control and ending twenty-four (24) months after the effective date of such Change in Control your Continuous Service terminates due to an involuntary termination thereof by the Company (not including death or Disability) without Cause or due to a Constructive Termination, then the vesting and exercisability of the shares subject to your option that remain unvested as of the date of such termination of your Continuous Service shall be accelerated in full (and any reacquisition or repurchase rights held by the Company with respect to Common Stock acquired pursuant to the early exercise of your option shall lapse, as appropriate). For purposes of this subsection 1(a) only, Cause means the occurrence of any of the following: (i) your conviction of any felony or any crime involving fraud or dishonesty which has a material adverse eff...
Sample 1Sample 2
AutoNDA by SimpleDocs
Special Acceleration Provisions. Notwithstanding any other provisions of the Plan to the contrary, if (i) a Change in Control occurs and (ii) within the period beginning as of the effective date of such Change in Control and ending twenty-four (24) months after the effective date of such Change in Control, your Continuous Service terminates due to an involuntary termination (not including death or Disability) without Cause or due to a Constructive Termination, then, as of the date of termination of your Continuous Service, the vesting and exercisability of your option shall be accelerated in full (and any reacquisition or repurchase rights held by the Company with respect to such option shall lapse in full, as appropriate). For purposes of this subsection 1(a) only, Cause means the occurrence of any of the following: (i) your conviction of any felony or any crime involving fraud or dishonesty which has a material adverse effect on the Company and/or its Affiliates; (ii) your participation (whether by affirmative act or omission) in a fraud, act of dishonesty or other act of misconduct against the Company and/or its Affiliates; (iii) conduct by you which, based upon a good faith and reasonable factual investigation by the Board, demonstrates your gross unfitness to serve; (iv) your violation of any fiduciary duty or duty of loyalty owed to the Company and/or its Affiliates; (v) your breach of any material term of any material contract between you and the Company and/or its Affiliates which has a material adverse effect on the Company and/or its Affiliates; (vi) your repeated violation of any material Company policy which has a material adverse effect on the Company and/or its Affiliates; and (vii) your violation of state or federal law in connection with the performance of your job which has a material adverse effect on the Company and/or its Affiliates. Notwithstanding the foregoing, your death or Disability shall not constitute Cause as set forth herein. The determination that a termination is for Cause shall be by the Board in its sole and exclusive judgment and discretion.
Sample 1Sample 2
Special Acceleration Provisions. Notwithstanding any other provisions of the Plan to the contrary, if (i) a Change in Control occurs and (ii) within ninety (90) days prior to the date of such Change in Control or thirteen (13) months after the date of such Change in Control your Continuous Service terminates due to an involuntary termination (not including death or Disability) without Cause or due to a Constructive Termination, then the vesting and exercisability of the shares subject to your option shall be accelerated in full or any reacquisition or repurchase rights held by the Company with respect to Common Stock acquired pursuant to the early exercise of your option shall lapse in full, as appropriate; provided, however, that if such acceleration of the vesting and exercisability of your Option (or lapse of reacquisition or repurchase rights held by the Company with respect to Common Stock acquired pursuant to the early exercise of this Option) would cause a contemplated Change in Control transaction that would otherwise be eligible to be accounted for as a “pooling-of-interests” transaction to become ineligible for such accounting treatment under generally accepted accounting principles as determined by the Company’s independent certified public accountants (“Accountants”) prior to the Change in Control, such acceleration shall not occur.
Sample 1Sample 2
Special Acceleration Provisions. Notwithstanding any other provisions of the Plan to the contrary;
Sample 1
Special Acceleration Provisions. Notwithstanding any other provisions of the Plan to the contrary, in the event of a Change in Ownership, then the vesting and exercisability of your Award shall be accelerated in full and any reacquisition or repurchase rights held by the Company with respect to Common Stock acquired pursuant to your Award shall lapse in full, as appropriate.
Sample 1
Special Acceleration Provisions. To the extent the Option does not accelerate in connection with a Change in Control, immediately upon an Involuntary Termination of Participant’s employment or service with the Company or any Parent or Subsidiary or successor within 18 months following such Change in Control, the vesting and exercisability of the Option (or any replacement grant), to the extent outstanding at the time of the Involuntary Termination but not otherwise fully exercisable, shall automatically accelerate so that the Option shall become immediately vested and exercisable for all the shares of Stock at the time subject to the Option and may be exercised for any or all of those shares as fully vested shares of Stock. The Option, as accelerated pursuant to this Section 10, shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one-year period measured from the effective date of Participant’s Involuntary Termination.]
Sample 1
Special Acceleration Provisions. In the event of a Change in Control while Participant is still serving as a member of the Board, or in the event of Participant’s Termination of Directorship by reason of his or her death or Disability, all shares subject to this Option shall vest and/or be released from the Company’s Repurchase Option immediately prior to such Change in Control or Termination of Directorship, as applicable.
Sample 1
AutoNDA by SimpleDocs

Related to Special Acceleration Provisions

  • Special Acceleration of Option (a) This option, to the extent outstanding at the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of such Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully vested shares of Common Stock. No such acceleration of this option shall occur, however, if and to the extent: (i) this option is, in connection with the Corporate Transaction, to be assumed by the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same option exercise/vesting schedule set forth in the Grant Notice.

  • Events of Default Acceleration Etc 105 §12.1 Events of Default and Acceleration 105 §12.2 Limitation of Cure Periods 107 §12.3 Termination of Commitments 108 §12.4 Remedies 108 §12.5 Distribution of Collateral Proceeds 108 §13. SETOFF 000 §00. THE AGENT 110 §14.1 Authorization 110 §14.2 Employees and Agents 110 §14.3 No Liability 111 §14.4 No Representations 111 §14.5 Payments 112 §14.6 Holders of Notes 113 §14.7 Indemnity 113 §14.8 Agent as Lender 114 §14.9 Resignation 114 §14.10 Duties in the Case of Enforcement 115 §14.11 Request for Agent Action 115 §14.12 Removal of Agent 115 §14.13 Bankruptcy 000 §00. EXPENSES 116 §16. INDEMNIFICATION 117 §17. SURVIVAL OF COVENANTS, ETC 118 §18. ASSIGNMENT AND PARTICIPATION 118 §18.1 Conditions to Assignment by Lenders 118 §18.2 Register 120 §18.3 New Notes 120 §18.4 Participations 121 §18.5 Pledge by Lender 121 §18.6 No Assignment by Borrower 121 §18.7 Cooperation; Disclosure 121 §18.8 Mandatory Assignment 122 §18.9 Co-Agents 123 §18.10 Treatment of Certain Information; Confidentiality 123 §18.11 Withholding Tax 123 §19. NOTICES 125 §20. RELATIONSHIP 000 §00. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE 127 §22. HEADINGS 000 §00. COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION 128 §24. ENTIRE AGREEMENT, ETC. 000 §00. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS 000 §00. DEALINGS WITH THE BORROWER 129 §27. CONSENTS, AMENDMENTS, WAIVERS, ETC. 000 §00. SEVERABILITY 132 §29. NO UNWRITTEN AGREEMENTS 000 §00. ACKNOWLEDGMENT OF INDEMNITY OBLIGATIONS 000 §00. REPLACEMENT OF NOTES 000 §00. TIME IS OF THE ESSENCE 000 §00. RIGHTS OF THIRD PARTIES 000 §00. GUARANTY 133 §34.1 The Guaranty 133 §34.2 Obligations Unconditional 134 §34.3 Reinstatement 135 §34.4 Certain Waivers 135 §34.5 Remedies 135

  • Events of Acceleration The entire unpaid principal balance of this Note, together with all accrued and unpaid 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:

  • Events of Default; Acceleration If any of the following events ("Events of Default") shall occur:

  • Cross-Acceleration (i) The Company or any Material Subsidiary (A) fails to make any payment in respect of any Indebtedness or Contingent Obligation (other than in respect of Swap Contracts), having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure, or (B) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation, and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure, if the effect of such failure, event or condition under the preceding clauses (A) or (B) is to cause such Indebtedness to be declared or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be required to be made, prior to its stated maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (1) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (2) any Termination Event (as defined in such Swap Contract) as to which the Company or any Subsidiary is an Affected Party (as defined in such Swap Contract), and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than $10,000,000; or

  • Acceleration Events Each of the following events shall constitute an “Acceleration Event”:

  • Option Acceleration One hundred percent (100%) of the shares subject to all Options granted to the Employee by the Company prior to the Change of Control shall immediately become vested and exercisable in full upon such Involuntary Termination. Following such acceleration, the Options shall continue to be subject to the terms and conditions of the Company’s stock option plans and the applicable option agreements between the Employee and the Company.

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Optional Acceleration Subject to Section 7.03, if an Event of Default (other than an Event of Default set forth in Section 7.01(A)(ix) or 7.01(A)(x) with respect to the Company and not solely with respect to a Significant Subsidiary of the Company) occurs and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately.

  • Acceleration, Etc Upon the occurrence of any Event of Default described in the foregoing Section 10.1(e) or 10.1(f), the Loan shall automatically and immediately terminate and the unpaid principal amount of and any and all accrued interest on the Loan shall automatically become immediately due and payable, with all additional interest from time to time accrued thereon and without presentment, demand or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate or notice of acceleration), all of which are hereby expressly waived by Borrower, and the obligations of Lender to make any further disbursement of the Loan shall thereupon terminate; and upon the occurrence and during the continuance of any other Event of Default, Lender may, by written notice to Borrower, (i) declare that the Loan is terminated, whereupon the Loan and the obligation of Lender to make any further disbursement of the Loan shall immediately terminate, and/or (ii) declare the unpaid principal amount of, any and all accrued and unpaid interest on the Loan and all of the other Obligations to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without presentment, demand, or protest or other requirements of any kind (including without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Borrower. Without limiting Lender’s authority hereunder, on or after the Maturity Date, Lender may exercise any or all rights and remedies under the Loan Documents or applicable law, including, without limitation, foreclosure upon the Property or any additional collateral.

Time is Money Join Law Insider Premium to draft better contracts faster.