Conditions of Acceleration Sample Clauses

Conditions of Acceleration. Any acceleration of vesting contemplated by Sections 1(b), 1(c) and/or 1(d): (i) shall be contingent upon the execution (and non-revocation), within sixty (60) days following termination of the Stockholder’s Business Relationship or closing of an Acquisition, as applicable, by the Stockholder of a general release of the Company, its affiliates, stockholders, directors, officers, employees and agents from all claims (other than claims for the payments to be made and benefits to be provided), together with an agreement to not make any disparaging comments, statements or communications about the Company, its affiliates, stockholders, directors, officers, employees or agents, or its management or business practices for three (3) years following termination of the Stockholder’s Business Relationship or closing of an Acquisition, as applicable, all in a form reasonably provided by the Company; (ii) shall be contingent upon the Executive’s compliance with all continuing obligations under the Company’s Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (the “Proprietary Rights Agreement”); and (iii) together with any remedies provided in any consulting or employment agreement between the Company and the Stockholder covering the Stockholder’s Business Relationship at the relevant time, shall constitute the sole remedy of the Stockholder in the event of a termination of the Stockholder’s Business Relationship in the circumstances set forth in Sections 1(b), 1(c) and/or 1(d).
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Conditions of Acceleration. Any acceleration of vesting contemplated by Sections 2(a)(2), 2(a)(3) and/or 2(a)(4): (A) shall be contingent upon the execution (and nonrevocation), within sixty (60) days following termination of the Participant’s Business Relationship or closing of an Acquisition, as applicable, by the Participant of a general release of the Company, its affiliates, stockholders, directors, officers, employees and agents from all claims (other than claims for the payment to be made and benefits to be provided), together with an agreement to not make any disparaging comments, statements or communications about the Company, its affiliates, stockholders, directors, officers, employees or agents, or its management or business practices for three (3) years following termination of the Participant’s Business Relationship or closing of an Acquisition, as applicable, all in a form reasonably provided by the Company; (B) shall be contingent upon the Participant’s compliance with all non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company; and (C) together with any remedies provided in any consulting or employment agreement between the Company and the Participant covering the Participant’s Business Relationship at the relevant time, shall constitute the sole remedy of the Participant in the event of a termination of the Participant’s Business Relationship in the circumstances set forth in Sections 2(a)(2), 2(a)(3) and/or 2(a)(4).
Sample 1

Related to Conditions of Acceleration

  • Conditions of U S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • Conditions of Use Under the present Software License, the Licensee shall: • maintain the Software and the relating documentation in good working condition, in order to ensure the correct operation thereof; • use the Software in accordance with such documentation and the User Guide, and ensure that the staff using the Software has received the appropriate training; • use the Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties (subject to said agreement, decompilation may be exceptionally agreed to by the Licensor in order for the Licensee to obtain the necessary information to enable the Software to function in another technical environment); • use the Software for its own internal needs and on its network only, when technically possible, and exclusively on the machine referenced and the site declared; • not alter, reverse engineer, modify or adapt the Software, nor integrate all or part of the Software in any manner whatsoever into another software product; • when the source code is provided to the Licensee, the Licensee shall have the right to study and test the Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Software; AVA - A320 Family PA AMENDED AND RESTATED • not correct the Software, except that such correction right may exceptionally be granted to the Licensee by the Licensor in writing • not translate, disassemble or decompile the Software, nor create a software product derived from the Software; • not attempt to or authorize a third party to discover or re-write the Software source codes in any manner whatsoever; • not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights provided in the Software by the Licensor; • not pledge, sell, distribute, grant, sub-license, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Software, whether in whole or in part, for the benefit of a third party; • not permit any third party to use the Software in any manner, including but not limited to, any outsourcing, loan, commercialization of the Software or commercialization by merging the Software into another software or adapting the Software, without prior written consent from the Licensor. The Licensor shall be entitled, subject to providing reasonable prior written notice thereof to the Licensee, to come and verify in the Licensee’s facilities whether the conditions specified in the present Software License are respected. This shall not however engage the responsibility of the Licensor in any way whatsoever.

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Buyer The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Conditions to MLV’s Obligations The obligations of MLV hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by MLV of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by MLV in its sole discretion) of the following additional conditions:

  • Conditions to the Obligations of the Buyer The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):

  • Conditions of Advances Upon reasonable advance request from Borrower, Lender shall make advances to or as directed by Borrower, provided that each and all of the following conditions is satisfied:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

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