Acceleration Provisions Sample Clauses

Acceleration Provisions. In the event of the occurrence of a Change in Control, the vesting of the Stock Units shall be accelerated and, if such Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code, there shall be paid out to the Director within thirty (30) days following the effective date of the Change in Control, the full number of shares of Common Stock subject to the Stock Units. In the event of the occurrence of a Change in Control that is not a “change in control event” within the meaning of Section 409A of the Code, the vesting of the Stock Units shall be accelerated and the Stock Units shall be paid out at the earlier of the Payment Date or the Director’s separation from service.

Acceleration Provisions. In the event of the occurrence of a Change in Control, the vesting of the Performance Shares shall be accelerated and, if such Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code, there shall be paid out to the Employee within thirty (30) days following the effective date of the Change in Control, the full number of shares of Common Stock subject to the Performance Shares based on the Company’s performance as of the date of the Change in Control as described in Exhibit A. In the event of the occurrence of a Change in Control that is not a “change in control event” within the meaning of Section 409A of the Code, the vesting of the Performance Shares shall be accelerated and the Performance Shares shall be paid out at the earlier of the Employee’s termination of employment (subject to Section 17) or the Performance Share Payment Date.

Acceleration Provisions. In the event of the occurrence of a Change in Control, all outstanding Options shall become fully exercisable during their remaining term. The benefits that may accrue to the Option Holder under this Section may be affected by the “Limited Vesting” provisions of Sections 15.3 and 15.4 of the Plan.

Acceleration Provisions. (i) In the event of the occurrence of a Change in Control in which the Stock Units are not continued or assumed (i.e., the Stock Units are not equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Stock Units that have not been cancelled or paid out shall become fully vested. The vested Stock Units shall be paid out to the Employee as soon as administratively practicable on or following the effective date of the Change in Control (but in no event later than 30 days after such event); provided that the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A, and such payout will not result in additional taxes under Section 409A. Otherwise, the vested Stock Units shall be paid out as soon as administratively practicable after the earlier of the Employee’s termination of employment or the applicable Vesting Date for such Stock Units (but in no event later than 30 days after such events). (ii) In the event of the occurrence of a Change in Control in which the Stock Units are continued or assumed (i.e., the Stock Units are equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Stock Units shall not vest upon the Change in Control, provided that the Stock Units that are not subsequently vested and paid under the other provisions of this Award shall become fully vested in the event that the Employee has a “qualifying termination of employment” within two years following the date of the Change in Control. In the event of the occurrence of a Change in Control in which the Stock Units are continued or assumed, vested Stock Units shall be paid out as soon as administratively practicable after the earlier of the Employee’s termination of employment or the applicable Vesting Date for such Stock Units (but in no event later than 30 days after such events). A “qualifying termination of employment” shall occur if the Company involuntarily terminates the Employee without “Cause” or the Employee is otherwise entitled to severance benefits under a severance plan or arrangement. For this purpose, “Cause” shall mean: • any material misappropriation of funds or property of the Company or its affiliate by the Employee; • unreasonable and persistent neglect or refusal by the Employ...

Acceleration Provisions. Each related Mortgage or loan agreement contains provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage Loan, the related Mortgaged Property, or any controlling interest therein in the Mortgagor, is directly or indirectly transferred or sold (other than transfers for estate planning purposes, other purposes where no change of control occurs or such transfers which have been pre-approved to transferees which otherwise have met the Mortgage Loan Seller's underwriting criteria) or encumbered in connection with subordinate financing (other than any indebtedness described in clauses (xv) and (xvi) above) and each related Mortgage or loan agreement prohibits the pledge or encumbrance of the Mortgaged Property without the consent of the holder of the Mortgage Loan. The Mortgage or loan agreement requires the obligor to pay all reasonable fees and expenses associated with securing the consent of the holder of the Mortgage Loan.

Acceleration Provisions. In the event of the occurrence of a Change in Control, the Stock Units that have not been cancelled shall become fully vested, and, if such Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code, there shall be paid out to the Employee as soon as administratively practicable following the effective date of the Change in Control, the full number of shares of Common Stock subject to the Stock Units. In the event of the occurrence of a Change in Control that is not a “change in control event” within the meaning of Section 409A of the Code, the vested Stock Units shall be paid out as soon as administratively practicable after the earlier of the Employee’s termination of employment (subject to the six month delay for specified employees set forth in Section 4, if applicable) or the Stock Unit Expiration Date.

Acceleration Provisions. (a) Upon the Grantee’s death or Disability during his employment or service as a director or consultant, all restrictions on the Award shall lapse. (b) Upon the Grantee’s Retirement, all restrictions on the Award shall lapse. (c) Upon the occurrence of a Change of Control, all restrictions on the Award shall lapse. (d) In the event of the occurrence of any circumstance, transaction or event not constituting a Change of Control but which the Board deems to be, or to be reasonably likely to lead to, an effective change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the Committee may in its sole discretion declare all restrictions on the Award to have lapsed as of such date as the Committee may, in its sole discretion, declare, which may be on or before the consummation of such transaction or event. (e) Regardless of whether an event has occurred as described in clauses (c) and (d) above, the Committee may in its sole discretion at any time determine that all or part of the restrictions on all or a portion of the Award shall lapse as of such date as the Committee may, in its sole discretion, declare. (f) If an Award is accelerated under clause (c) or (d) above, the Committee may, in its sole discretion, provide (i) that the Award will be settled in cash rather than Stock, (ii) that the Award will be assumed by another party to the transaction giving rise to the acceleration or otherwise be equitably converted in connection with such transaction, or (iii) any combination of the foregoing.

Acceleration Provisions. Each related Mortgage or loan agreement contains provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without complying with the requirements of the Mortgage or loan agreement, the related Mortgaged Property, or any controlling interest therein, is directly or indirectly transferred or sold (other than transfers for estate planning purposes and other purposes where no change of control occurs) or encumbered in connection with subordinate financing (other than any indebtedness described in clauses (xiv) and (xv) above) and each related Mortgage or loan agreement prohibits the pledge or encumbrance of the Mortgaged Property without the consent of the holder of the Mortgage Loan.

Acceleration Provisions. (i) In the event of the occurrence of a Change in Control in which the Stock Units are not continued or assumed (i.e., the Stock Units are not equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Stock Units that have not been cancelled or paid out shall become fully vested. The vested Stock Units shall be paid out to the Employee as soon as administratively practicable on or following the effective date of the Change in Control (but in no event later than 30 days after such event); provided that the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the regulations and guidance issued thereunder (“Section 409A”), and such payout will not result in additional taxes under Section 409A. Otherwise, the vested Stock Units shall be paid out as soon as administratively practicable after the earlier of the Employee’s termination of employment or the applicable Payment Date for such Stock Units (but in no event later than 30 days after such events). Notwithstanding the 4879-1929-4541.3 forgoing, in the event the Change in Control is a merger pursuant to that certain Agreement and Plan of Merger by and among TEGNA Inc., Teton Parent Corp., and certain other parties dated as of February 22, 2022, and such merger occurs before February 29, 2024, the number of Stock Units that would vest as a result of the occurrence of such merger shall be prorated by a fraction, the numerator of which is the number of days elapsed since March 1, 2023 and the denominator of which is 365 (and any remaining unvested Stock Units would be forfeited). (ii) In the event of the occurrence of a Change in Control in which the Stock Units are continued or assumed (i.e., the Stock Units are equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Stock Units shall not vest upon the Change in Control, provided that the Stock Units that are not subsequently vested and paid under the other provisions of this Award shall become fully vested in the event that the Employee has a “qualifying termination of employment” within two years following the date of the Change in Control. In the event of the occurrence of a Change in Control in which the S...