Continuation of Vesting Clause Samples

Continuation of Vesting. Notwithstanding anything in this Agreement to the contrary: (i) the Class A Units held by any Member as a result of the conversion of Class B Units (as defined in the Second Amended Agreement), Class E Units (as defined in the Second Amended Agreement) or Class W Units (as defined in the Second Amended Agreement) which as of the date hereof are subject to any vesting, forfeiture, repurchase or similar provisions pursuant to the Second Amended Agreement or in any applicable management unit subscription agreement or other agreement pursuant to which such Unvested Units were issued (in each case, “Unvested Units”) shall continue to be subject to such vesting, forfeiture, repurchase or similar provisions; and (ii) no Member may Transfer any Unvested Units, provided that a Member may Transfer Unvested Units pursuant to and in accordance with the Exchange Agreement if the Member acknowledges and agrees in writing, in a form reasonably satisfactory to the Managing Member, that any securities received in exchange therefor shall continue to be subject to the vesting, forfeiture, repurchase or similar provisions to which such Unvested Units are then subject. A Unit shall cease to be an Unvested Unit at such time as such Unit ceases to be subject to such vesting, forfeiture, repurchase or similar provisions.
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Continuation of Vesting. Notwithstanding anything in this Agreement to the contrary, (i) the New Class A Units held by any Member as a result of the conversion of Units held under the Second Amended Agreement or as a result of the DPH Merger (in each case, the “converted units”) shall continue to be subject to any vesting provisions or forfeiture provisions to which those converted units were subject in the applicable grant agreement or other agreement pursuant to which such converted units were issued, adjusted as provided in any such agreement, in relation to the transactions relating to the conversion or DPH Merger, as the case may be; and (ii) no Member may Transfer any unvested Units.
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Continuation of Vesting. (i) Notwithstanding anything to the contrary in the applicable Plan, continued vesting of outstanding unvested OSAs, outstanding unvested RSUs and outstanding unvested performance-based restricted stock units (“PSUs”) as if Executive remained in service with Company for twelve (12) months following the Termination Date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as determined by the Board in its reasonable discretion), provided Executive has complied with all aspects of this Agreement including the execution and non-revocation of the Release; provided that, in all instances, the free shares relating to any RSUs and PSUs that become vested during the twelve (12) months following the Termination Date pursuant to this Section 8.2(c)(i) shall be delivered to Executive at the time(s) set forth in the applicable award agreement evidencing such RSUs and PSUs. (ii) Executive acknowledges and agrees that any RSUs or PSUs that may become vested pursuant to the terms of Section 8.2(c)(i) will be subject to a holding period until the second anniversary of the date of grant of the applicable Equity Award, as required by French law and the terms of the RSU Plan and the PSU Plan, as applicable, and that the free shares relating to such vested RSUs or PSUs will be definitively acquired by Executive no earlier than the expiration of the required holding period. (iii) Notwithstanding anything to the contrary in the applicable Company Stock Option Plan (or any successor plan thereto), Executive’s vested OSAs that become vested pursuant to Section 8.2(c)(i) shall remain exercisable by Executive for the 12-month period following the Termination Date, but in no event later than the original expiration date of such OSA. In this connection, to the extent that this provision applies to any award of OSAs that are intended to be treated as “incentive stock options,” Executive acknowledges and agrees that any such OSAs that are affected by this Section 8.2(c) shall be treated as nonqualified OSAs. (iv) The award agreements pursuant to which Executive’s Equity Awards are granted shall contain provisions that are consistent with those set forth in this Section 8.2(c).
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Continuation of Vesting. Notwithstanding anything to the contrary in the applicable Plan, Executive will be entitled to continued vesting of outstanding unvested restricted stock units (“RSUs”) and outstanding unvested performance-based restricted stock units (“PSUs”) as if Executive remained employed with Company for six (6) months following the Termination Date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as determined by the Board in its reasonable discretion), provided that Executive has complied with all aspects of this Agreement including the execution and non-revocation of the Release (as defined below); provided that, in all instances, the free shares relating to any RSUs and PSUs that become vested during the six (6) months following the Termination Date pursuant to this Section 8.2(c) shall be delivered to Executive at the time(s) set forth in the applicable award agreement evidencing such RSUs and PSUs. Executive acknowledges and agrees that any RSUs or PSUs that may become vested pursuant to the terms of this Section 8.2(c) will be subject to a holding period until the second anniversary of the date of grant of the applicable Equity Award, as required by French law and the terms of the RSU Plan and the PSU Plan, as applicable, and that the free shares relating to such vested RSUs or PSUs will be definitively acquired by Executive no earlier than the expiration of the required holding period. The award agreements
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Continuation of Vesting. In connection with the Employment Agreement, Grandia received non-statutory options (the “ Non-Statutory Options”) and incentive stock options (the “Incentive Stock Options”) to purchase shares of DAOU Common Stock. A portion of the Non-Statutory Options were granted pursuant to DAOU’s 1996 Stock Option Plan (the “Plan ”) and a portion of the Non-Statutory Options were granted outside the Plan. After the Separation Date and during any period in which Grandia serves on DAOU’s Board of Directors (the “Board”) pursuant to Section 2.2 below, Grandia will continue vesting any Non-Statutory Options covered by the Plan according to the schedule set forth in any stock option agreement between DAOU and Grandia reflecting the grant of Non-Statutory Options under the Plan. Grandia’s time to exercise any vested Non-Statutory Options covered by this Section will run from the date he, for any reason, ceases to serve on the Board. From the Separation Date, Grandia will cease accruing any Non-Statutory Stock Options granted outside the Plan and any Incentive Stock Options. Treatment of the Non-Statutory Stock Options granted outside the Plan will be pursuant to any stock option agreement reflecting that grant. Treatment of any Incentive Stock Options will be pursuant to the Plan and any stock option agreement between Grandia and DAOU reflecting that grant.
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Continuation of Vesting. In the event of Employee’s termination by the Company for any reason other than Cause (as defined below) or by Employee for Good Reason (as defined below) (for the avoidance of doubt, not including termination due to death), the Initial Grant and Discretionary Grants will continue to vest per terms of the grant subject to Employee’s valid and timely execution and nonrevocation of the Company’s form of general release of claims and covenant not to sue (“Release”). “Cause” shall mean that Employee has engaged in any of the following events, as determined by the Company in good faith: (i) a material breach of any covenant or condition under this Agreement or any other agreement between the Employee and the Company; (ii) failure to perform Employee’s duties in a satisfactory manner; (iii) any act constituting embezzlement, dishonesty, fraud, immoral or disreputable conduct in connection with Employee’s employment with the Company that results in harm to the Company's business, operations, or reputation; (iv) any conduct which constitutes a felony or any crime involving moral turpitude under applicable law; (v) Employee's violation of the Company's written policies or codes of conduct, including any violation of the Company’s policies prohibiting harassment and discrimination; (vi) refusal to follow or implement lawful directives from the Company's management; or (vii) a material act or omission that results in a breach of fiduciary duty or duty of loyalty to the Company. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Employee shall have ten (10) days from the delivery of written notice by the Company within which to cure any acts constituting Cause, if curable, under prong (ii) above. “Good Reason” shall mean (i) a reduction in the Employee's Annual Base Salary by more than ten percent (10%); (ii) a material reduction in the Employee's Bonus opportunity, provided neither a discretionary bonus of $0 nor a general reduction in Bonus opportunity that affects other senior executives of the Company in substantially the same proportion are grounds for Good Reason; (iii) a relocation of the Employee's principal place of employment more than 50 miles one-way commute from Employee’s present place of work; (iv) any material breach by the Company of any material provision of this Agreement; or (v) a material, adverse change in the Employee's title, authority, duties, reporting structure or responsibilities in a m...
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Continuation of Vesting. Notwithstanding anything to the contrary in the applicable Plan, Executive will be entitled to continued vesting of outstanding unvested restricted stock units ( RSUs ) and outstanding unvested performance-based restricted stock units ( PSUs ) as if Executive remained employed with Company for twelve (12) months following the Termination Date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as determined by the Board in its reasonable discretion); provided that, in all instances, the free shares relating to any RSUs and PSUs that become vested during the twelve (12) months following the Termination Date pursuant to this Section 8.2(c) shall be delivered to Executive at the time(s) set forth in the applicable award agreement evidencing such RSUs and PSUs. Executive acknowledges and agrees that so long as the applicable plan governing the RSUs and PSUs is governed by French law, any RSUs or PSUs that may become vested pursuant to the terms of this Section 8.2(c) will be subject to a holding period until the second anniversary of the date of grant of the applicable Equity Award, as required by French law and the terms of the RSU Plan and the PSU Plan, as applicable, and that
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Continuation of Vesting. Notwithstanding anything to the contrary in the applicable Plan, Executive will be entitled to continued vesting of outstanding unvested restricted stock RSUs and outstanding unvested performance- PSUs Executive remained employed with Company for six (6) months following the Termination Date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as determined by the Board in its reasonable discretion), provided that Executive has complied with all aspects of this Agreement including the execution and non-revocation of the Release (as defined below); provided that, in all instances, the free shares relating to any RSUs and PSUs that become vested during the six (6) months following the Termination Date pursuant to this Section 8.2(c) shall be delivered to
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Related to Continuation of Vesting

  • Continuation of Service If the Recipient is an air carrier, until March 1, 2022, the Recipient shall comply with any applicable requirement issued by the Secretary of Transportation under section 4114(b) of the CARES Act to maintain scheduled air transportation service to any point served by the Recipient before March 1, 2020.

  • Continuation of Agreement This Agreement shall become effective for each Fund as of the date first set forth above and shall continue in effect for each Fund until August 1, 2010, unless sooner terminated as hereinafter provided, and shall continue in effect from year to year thereafter for each Fund only as long as such continuance is specifically approved at least annually (i) by either the Board of Directors or by the vote of a majority of the outstanding voting securities of such Fund, and (ii) by the vote of a majority of the Directors, who are not parties to the Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than 90 days prior to August 1st of each applicable year, notwithstanding the fact that more than 365 days may have elapsed since the date on which such approval was last given.

  • CONTINUATION OF COMPANY In the event of an occurrence described in Section 1.04, if there is at least (1) one remaining Member, the remaining Member has the right to continue the business of the Company. The remaining Member’s successor, assignee, or transferee may continue the business of the Company, provided the successor, assignee, or transferee consents to the continuation in writing and submits any necessary filings to the office of the Secretary of State.

  • Continuation of Services The Contractor shall work with the current Subcontractor prior to cancellation date to ensure all consumer needs are identified and appropriate placements and transportation needs, as applicable, have been arranged. The Subcontractor shall maintain communication with the Contractor on the process of transferring consumers until all consumers are placed.

  • Continuation of Benefits (i) For a period of three years following the Termination of Employment (the “Benefit Continuation Period”), the Employee shall be treated as if he had continued to be an executive for all purposes under the Company’s health insurance plan and dental insurance plan; or if the Employee is prohibited from participating in such plans, the Company shall otherwise provide such benefits. Employee shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, Employee shall be entitled to receive continuation coverage under Part 6 of Title I of ERISA (“COBRA Benefits”) by treating the end of this period as the applicable qualifying event (i.e., as a termination of employment) for purposes of ERISA Section 603(2)) and with the concurrent loss of coverage occurring on the same date, to the extent allowed by applicable law. (ii) For the Benefit Continuation Period, the Company shall maintain in force, at its expense, the Employee’s life insurance in effect under the Company’s voluntary life insurance benefit plan as of the Change-in-Control Date or as of the date of Termination of Employment, whichever coverage limits are greater. For purposes of clarification, the portion of the premiums in respect of such voluntary life insurance for which Employee and the Company are responsible, respectively, shall be the same as the portion for which the Company and Employee are responsible, respectively, immediately prior to the date of Termination of Employment or the Change-in-Control Date, as applicable. (iii) For the Benefit Continuation Period, the Company shall provide short-term and long-term disability insurance benefits to Employee equivalent to the coverage that the Employee would have had had he remained employed under the disability insurance plans applicable to Employee on the date of Termination of Employment, or, at the Employee’s election, the plans applicable to Employee as of the Change-in-Control Date. Should Employee become disabled during such period, Employee shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For purposes of clarification, the portion of the premiums in respect of such short-term and long-term disability benefits for which Employee and the Company are responsible, respectively, shall be the same as the portion for which Employee and the Company are responsible, respectively, immediately prior to the date of Termination of Employment or the Change-in-Control Date, as applicable. (iv) Notwithstanding anything in this Agreement to the contrary, in no event shall the provision of in-kind benefits pursuant to this Section 3 during any taxable year of Employee affect the provision of in-kind benefits pursuant to this Section 3 in any other taxable year of Employee.