Additional Acceleration Sample Clauses

Additional Acceleration. Executive’s stock options shall provide that if: (1) the Company terminates Executive’s employment without Cause; or (2) Executive resigns his employment for Good Reason or following a material adverse change in Executive’s Chief Executive Officer title or reporting relationships of persons reporting to Executive without Executive’s consent (“Adverse Change In Title”), then, subject to the Executive: (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination; and (b) allowing the Release and Waiver to become effective in accordance with its terms, Executive shall receive immediate accelerated vesting of (x) twelve and one-half (12 1/2%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs prior to the Change of Control Period or after the Change of Control Period (increased to twenty-five (25%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs within the first twelve (12) months of employment and prior to the Change of Control Period or after the Change of Control Period) and (y) one hundred percent (100%) of the then-unvested shares subject to each of Executive’s outstanding stock options (or other equity awards) if termination of employment occurs during the Change of Control Period, but in the case of (y) only to the extent such acceleration has not already occurred pursuant to Section 3.4. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in the Plan or the applicable form of stock option agreement (or other equity agreement), none of Executive’s unvested options (or other equity awards) shall terminate or be forfeited any earlier than three (3) months after any of the following occurrences during the Change of Control Period: (a) any termination of the Executive’s employment without Cause; or (b) Executive’s resignation for Good Reason or pursuant to an Adverse Change in Title. For the avoidance of doubt, if Executive’s resignation is due to an Adverse Change in Title, but does not otherwise qualify as a resignation for Good Reason, Executive shall not be entitled to any of the severance benefits provided under Sections 4.5.3 or 4.5.4. The provisions of this Section 4.5.5 shall be contained in Executive’s option agreement...
View SourceView Similar (4)
Additional Acceleration. Executive’s stock options shall provide that if: (1) the Company terminates Executive’s employment without Cause; or (2) Executive resigns his employment for Good Reason or following a material adverse change in Executive’s Chief Technical Officer title or reporting relationships of persons reporting to Executive without Executive’s consent (“Adverse Change In Title”), then, subject to the Executive: (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination; and (b) allowing the Release and Waiver to become effective in accordance with its terms, Executive shall receive immediate accelerated vesting of (x) twenty-five (25%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs (i) prior to the Change of Control Period or (ii) after the Change of Control Period and (in either case (i) or (ii)) within the first twelve (12) months of employment, and (y) one hundred percent (100%) of the then-unvested shares subject to each of Executive’s outstanding stock options (or other equity awards) if termination of employment occurs during the Change of Control Period, but in the case of (y) only to the extent such acceleration has not already occurred pursuant to Section
View Source

Related to Additional Acceleration

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

  • 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.

  • Optional Acceleration of Maturity If any Event of Default (other than an Event of Default pursuant to paragraph (f) of Section 8.01 with respect to the Borrower or the Parent) shall have occurred and be continuing, then, and in any such event, (a) the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Bank to make Advances and the obligation of each Issuing Bank to issue, increase, or extend Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Notes, all interest thereon, the Letter of Credit Obligations, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest, all such Letter of Credit Obligations and all such amounts shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Borrower, (b) the Borrower shall, on demand of the Administrative Agent at the request or with the consent of the Required Lenders, deposit into the Cash Collateral Account an amount of cash equal to the Letter of Credit Exposure as security for the Obligations to the extent the Letter of Credit Obligations are not otherwise paid at such time, and (c) the Administrative Agent shall at the request of, or may with the consent of, the Required Lenders proceed to enforce its rights and remedies under the Credit Documents for the ratable benefit of the Banks by appropriate proceedings.

  • Events of Default Acceleration Etc If any of the following events (each, an “Event of Default” and collectively, the “Events of Default”) shall occur and be continuing: (a) the Borrower shall fail to make any payment of principal on any Loan as and when due under this Agreement, or to make any payment of interest or any other Obligations as and when due and such default shall continue unremedied for a period of five (5) Business Days; (b) the Borrower or Guarantor (as applicable) shall fail to comply with any of the provisions of ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇),(▇) or (t) or Section 7.02; or (c) the Borrower shall fail to perform or otherwise observe and comply with any covenant or agreement contained in this Agreement (other than as set forth in clauses (a) and (b) above) or any other Loan Document and such failure continues unremedied for thirty (30) days after giving of notice thereof by the Administrative Agent to the Borrower; or (d) any representation or warranty made by the Borrower or Guarantor hereunder or by the Borrower in any of the other Loan Documents shall prove not to have been true in any material respect on the date when made; or (e) the Borrower or the Guarantor shall (i) default in the payment (beyond the applicable grace period with respect thereto) of any indebtedness (other than indebtedness hereunder) having, individually or in the aggregate, an outstanding principal amount in excess of the Threshold Amount, or (ii) default in the observance or performance of any other agreement or condition relating to any such indebtedness, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, any such indebtedness to become due prior to its stated maturity (any applicable grace period having expired); or (f) a judgment or order for the payment of money which causes the aggregate amount of all such judgments or orders (net of any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) to exceed the Threshold Amount shall be entered and is binding against the Borrower or the Guarantor by any court and such judgment or order shall continue without having been discharged, vacated or stayed for a period of thirty (30) consecutive days after the entry thereof; or (g) the Borrower and/or the Guarantor shall (i) apply for or consent to the appointment of or the taking possession by a receiver, trustee, liquidator, assignee, custodian, sequestrator or the like of itself or of a substantial part of its property, (ii) admits in writing its inability to pay its debts as they mature, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the bankruptcy laws of any jurisdiction, (v) file a petition or answer seeking reorganization or an arrangement with creditors or take advantage of any insolvency law or an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding or (vi) take action for the purpose of effecting any of the foregoing; or (h) an order, judgment, or decree shall be entered in any voluntary or involuntary case with or without the application, approval or consent of the Borrower and/or the Guarantor, by a court or governmental agency of competent jurisdiction, granting relief under or approving a petition seeking reorganization, or appointing a receiver, trustee, liquidator, assignee, custodian, sequestrator or the like of the Borrower and/or the Guarantor or of its property, and such order, judgment or decree shall continue unstayed and in effect for sixty (60) days; or (i) for any reason (other than by reason of any action or inaction by the Administrative Agent), the Administrative Agent fails to hold a duly recorded first preferred ship mortgage over each of the Vessels (other than in accordance with the terms hereof or thereof); or (j) an event of default shall have occurred and be continuing under any of the other Loan Documents and all grace or cure periods, if any, with respect thereto shall have expired; or (k) the Guaranty shall for any reason (other than by reason of any action or inaction by the Administrative Agent or any Lender) cease to be valid and binding on the Guarantor (other than in accordance with the terms hereof or thereof) or any such Person shall disavow its obligations under the Guaranty;