TERMINATION OF SERVICE; CHANGE OF CONTROL. (a) Notwithstanding any other provision contained herein:
TERMINATION OF SERVICE; CHANGE OF CONTROL. Notwithstanding any provision herein to the contrary, this Section 1.1(d) shall apply in the event the Participant’s involuntary Termination of Service without “Cause” (as defined below) occurs prior to the occurrence of a Qualified Public Offering, and after the occurrence of a Change of Control (a “Qualifying Termination”). Upon such a Qualifying Termination, all of the Company’s obligations and the Participant’s rights under this Agreement will remain in effect with respect to any Outstanding RIUs, and the Outstanding RIUs shall vest (as Vested RIUs), if at all, on the date of the Qualifying Termination. The Common Units that are issuable and/or deliverable with respect to any Vested RIUs pursuant to the foregoing shall be issued and/or delivered to the Participant within two and a half (2.5) months following such time that such Vested RIUs become vested pursuant to the above; provided, however, that if the Participant violates the terms of Sections 10 through 13 of this Agreement, a non-disclosure agreement with, or other confidentiality obligation owed to, any Company Group Member prior to the issuance and/or delivery of Common Units with respect to such Vested RIUs, then such Vested RIUs and all of the Company’s obligations and the Participant’s rights under this Agreement (with respect to the portion of the RIU Award relating to such Vested RIUs) shall immediately terminate.
TERMINATION OF SERVICE; CHANGE OF CONTROL. Notwithstanding any provision herein to the contrary, this Section 1.1(d) shall apply in the event the Participant’s involuntary Termination of Service without “Cause” (as defined below) occurs prior to the occurrence of the Offering Condition, and after the occurrence of a Change of Control pursuant to clause (a), (b) or (c) of the Change of Control definition set forth in the LLC Agreement (a “Qualifying Termination”). Upon such a Qualifying Termination, all of the Company’s obligations and the Participant’s rights under this Agreement will remain in effect, and the Total Target RIUs shall vest (as Vested RIUs), if at all, to the following extent: (i) with respect to any Measurement Period that has not ended prior to such Qualifying Termination, the Tranche Target RIUs applicable to such Measurement Period shall vest (as Vested RIUs) upon such Qualifying Termination, and (ii) with respect to any Measurement Period that has ended prior to such Qualifying Termination, the number of Vested RIUs that would otherwise be issuable and/or deliverable with respect to such Measurement Period (if the Service Condition and Liquidity Event Condition were satisfied) shall vest upon such Qualifying Termination, subject to the prior satisfaction of the Performance Condition. The Common Units that are issuable and/or deliverable with respect to any Vested RIUs under clauses (i) and (ii) above shall be released to the Participant within two and a half months following such time that such Vested RIUs become vested pursuant to such clauses (i) and (ii), the date of such release being the Release Date for such purposes; provided, however, that if the Participant violates the terms of Sections 10 through 13 of this Agreement, a non-disclosure agreement with, or other confidentiality obligation owed to, any Company Group Member prior to the Release Date, then the portion of the RIU Award that relates to such Vested RIUs and all of the Company’s obligations and the Participant’s rights under this Agreement (with respect to such portion of the RIU Award) shall immediately terminate.
TERMINATION OF SERVICE; CHANGE OF CONTROL. Notwithstanding the provisions of Section 3(b) of this Agreement:
TERMINATION OF SERVICE; CHANGE OF CONTROL a. Upon a Change of Control In the event of the consummation of a Change of Control, all of the unvested RSUs held by you shall become fully vested and be paid in accordance with Section 4 below.
TERMINATION OF SERVICE; CHANGE OF CONTROL
