Acceleration Upon Termination Clause Samples

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Acceleration Upon Termination. If Participant’s status as a Service Provider is terminated by the Company without Cause or by Participant for Good Reason, the then-unvested Restricted Stock Units shall become immediately vested. “Cause” shall mean the occurrence of one or more of the following: (i) the commission by Participant of a criminal offence (A) involving moral turpitude or (B) involving dishonesty, theft or fraud with respect to the Company or any of its affiliates or any of their customers, suppliers, licensors, licensees, employees or other business relation, which has had or the Company’s Board of Directors (the “Board”) reasonably believes could have a material negative effect upon the Company or any of its affiliates, (ii) substantial and repeated failure to perform duties as reasonably directed by the Board, (iii) gross negligence or willful misconduct with respect to the Company or any of its affiliates or any of their customers, suppliers, licensors, licensees, employees or other business relation, (iv) breach of fiduciary duty with respect to the Company or any of its affiliates or any of their customers, suppliers, licensors, licensees, employees or other business relation, which has had or the Board reasonably believes could have a material negative effect upon the Company or any of its affiliates, (v) repeated conduct causing the Company or any of its affiliates substantial public disgrace or disrepute or substantial economic harm, (vi) any act or omission aiding or abetting a competitor, supplier or customer of the Company or any of its affiliates to the material disadvantage or detriment of the Company and its affiliates, (vii) a material failure to observe the Company’s policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as in effect from time to time, and/or (viii) a failure by Participant to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees if the Company or Board has requested Participant’s cooperation, provided that Participant’s failure to waive attorney-client privilege relating to communications with Participant’s own attorney in connection with an investigation will not constitute “Cause”; provided, however, that the events described in the foregoing clauses (ii), (vi) and (vii) shall not constitute Cause unless the Company shall have notified Participant in writing describing, in reasonable detail, ...
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Acceleration Upon Termination. Notwithstanding the foregoing, if the Optionee’s employment with the Company and its subsidiaries is terminated (i) due to the Optionee’s disability (as determined by the Administrator) or death, this Stock Option shall automatically become fully vested and exercisable, subject to the provisions of the Plan, as of the date of the Optionee’s termination of employment, or (ii) by the Company without Cause or by the Optionee for Good Reason, subject to the Optionee signing of the Separation Agreement (as defined in the Employment Agreement) and the Separation Agreement becoming irrevocable, all within 60 days after the date of termination of employment, this Stock Option shall automatically become fully vested and exercisable as of the later of (x) the date of termination of employment, or (y) the effective date of the Separation Agreement (such date the “Accelerated Vesting Date”). Any termination or forfeiture of unvested Option Shares that could vest pursuant to subsection (ii) of the prior sentence and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date. For the avoidance of doubt, if the offer of the Separation Agreement expires or if the Separation Agreement is timely executed but revoked, the termination or forfeiture of unvested Option Shares shall occur effective upon such expiration or revocation. The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his representatives or legatees.
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Acceleration Upon Termination. Upon the effective date of termination under Section 11.1, 11.2, 11.3, or Section 13.1 (the “Facility Termination Date”), (i) all Loans and all other Obligations will automatically and immediately become due and payable, and (ii) Bank’s obligations under this Agreement and the other Loan Documents arising on and after that effective date of termination will automatically terminate immediately, without notice or demand, which Borrower hereby expressly waives.
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Acceleration Upon Termination. 59 11.4 Borrowers Remains Liable ............................. 59 12.
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Acceleration Upon Termination. ▇▇▇▇▇▇ acknowledges and agrees that, in the event of termination of this Agreement, for any reason and under any circumstances, Lessor has the right to accelerate payment of the Public Improvements Use Fee payments due from Lessee under the Public Improvements Use Fee Agreement to the extent that termination of this Agreement results in an acceleration of the indebtedness owed by Lessor under the Loan Agreement or the Public Improvements Use Fee Note. This section shall not be modified by Lessor and ▇▇▇▇▇▇ without MBOI’s prior written consent. Such acceleration shall not terminate ▇▇▇▇▇▇’s rights as set forth in Section 26 herein.
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Acceleration Upon Termination. Upon the effective date of termination, all of the Borrowers' Obligations to the Banks shall become immediately due and payable without notice, presentment or demand, which the Borrowers expressly waive. If this Agreement is terminated upon the occurrence or during the continuance of an Event of Default, the Obligations shall include an amount equal to the termination fee and any fees described in Sections 3.4, 3.5 and 3.7 hereof which would be payable by the Borrowers if the Borrowers had terminated this Agreement pursuant to Section 11.3 as of the last day of the month in which the Agent terminates this Agreement, said amounts to compensate the Agent and the Banks for loss of bargain with respect to the credit advanced hereunder, and not as a penalty.
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Acceleration Upon Termination. Upon the effective date of any termination of this Agreement, all of each Borrower' s and each Guarantor Subsidiary' 5 Obligations to Bank shall become immediately due and payable without notice or demand.
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Acceleration Upon Termination. Notwithstanding the foregoing, (i) if the Optionee’s employment with the Company and its subsidiaries is terminated due to the Optionee’s disability (as determined by the Administrator) or death, the Optionee shall be eligible to vest, on the Vesting Date, with respect to a pro-rated portion of the Option Shares that would have vested and become exercisable had the Optionee’s employment not terminated prior to the Vesting Date, calculated based on (A) the number of days from the Grant Date through the date of the Optionee’s termination of employment divided by (B) the number of days from the Grant Date through the Vesting Date, only if the Company achieves the performance targets described in Paragraph 1 above, or (ii) if the Optionee’s employment with the Company and its subsidiaries is terminated by the Company without Cause or by the Optionee for Good Reason, subject to the Optionee signing of the Separation Agreement (as defined in the Employment Agreement) and the Separation Agreement becoming irrevocable, all within 60 days after the date of termination of employment, the Optionee shall be eligible to vest, on the later of (x) the Vesting Date or (y) the effective date of the Separation Agreement (such date the “Accelerated Vesting Date”), with respect to a pro-rated portion of the Option Shares that would have vested and become exercisable had the Optionee’s employment not terminated prior to the Vesting Date, calculated based on (A) the number of days from the Grant Date through the date the Optionee’s termination of employment divided by (B) the number of days from the Grant Date through the Vesting Date, only if the Company achieves the performance targets described in Paragraph 1 above. Any termination or forfeiture of unvested Option Shares that could vest pursuant to subsection (ii) of the prior sentence and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date. For the avoidance of doubt, if the offer of the Separation Agreement expires or if the Separation Agreement is timely executed but revoked, the termination or forfeiture of unvested Option Shares shall occur effective upon such expiration or revocation. The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his representatives or legatees.
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Acceleration Upon Termination. Upon the effective date of termination, all of Borrower's Obligations to Bank shall become immediately due and payable without notice or demand. If this Agreement is terminated upon the occurrence or during the continuance of an Event of Default, the Obligations shall include an amount equal to the termination fee and the fees described in SECTION 3.7 and SECTION 3.8 hereof which would be payable by Borrower if Borrowers had terminated this Agreement pursuant to SECTION 11.3 as of the last day of the month in which Bank terminates this Agreement, said amounts to compensate Bank for loss of bargain with respect to the credit advanced hereunder, and not as a penalty.
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Related to Acceleration Upon Termination

  • Action Upon Termination From and after the effective date of termination of this Agreement, pursuant to Sections 13 or 15 of this Agreement, the Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to Section 13(a) or Section 15(b), the applicable Termination Fee. Upon such termination, the Manager shall forthwith: (i) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors with respect to the Company or a Subsidiary; and (iii) deliver to the Board of Directors all property and documents of the Company or any Subsidiary then in the custody of the Manager.

  • Compensation Upon Termination (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is the Chief Executive Officer of the Company. If ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is not then Chief Executive Officer, such election shall be made by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.