Single Trigger Acceleration Sample Clauses

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Single Trigger Acceleration. If the Company is subject to a Change in Control before Executive’s service to the Company terminates, there will be 100% acceleration of all then-unvested equity awards Executive holds. In addition, the Prior Awards will continue to be eligible to receive the Project Entity-specific accelerated vesting provided for in the original award agreement evidencing the Prior Award in connection with a Project Entity Change in Control. For example, if the Company elects to sell Nina Biotherapeutics, Inc. in a transaction that qualifies as a Project Entity Change in Control, the Prior Awards which had originally been issued to Executive by Nina Biotherapeutics, Inc. shall be entitled to 100% acceleration in connection such transaction.
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Single Trigger Acceleration. Notwithstanding the foregoing, the vesting of the Unvested Shares shall accelerate such that the Repurchase Option in Section 3(a) shall lapse as to 100% of the Unvested Shares, effective as of immediately prior to consummation of a Change of Control. As used in this Agreement, “Change of Control” means (1) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity (as defined below), (2) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (3) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of all of the Company’s then outstanding voting securities. Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s Board of Directors. An “Excluded Entity” means a corporation, limited liability company or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s, limited liability company’s or other entity’s voting securities outstanding immediately after such transaction.
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Single Trigger Acceleration. Notwithstanding the foregoing, the vesting of the Shares shall accelerate such that the Repurchase Option in Section 3(a) shall lapse as to % of the Shares then unvested, effective as of immediately prior to consummation of a Triggering Event (as defined below).] OR [Double Trigger Acceleration: Notwithstanding the foregoing, if Purchaser is Involuntarily Terminated (as defined below) by the Successor Corporation (as defined below) in connection with or within month(s) following the consummation of a Triggering Event (as defined below), then the vesting of any Shares subject to the Repurchase Option that was assumed by the successor corporation resulting from such Triggering Event or a parent or subsidiary of such successor corporation (the “Successor Corporation”) that are held by the Purchaser at the time of termination shall accelerate such that any repurchase right of the Company to which the Successor Corporation has succeeded as a result of the Triggering Event shall lapse as to the number of Shares as to which such repurchase right would otherwise have lapsed as of the date month(s) from the date of termination of all services by Purchaser to the Successor Corporation in any capacity, including without limitation as an employee, consultant or member of the Board of Directors (the “Services”). The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of termination of the Services.] [Double Trigger Acceleration: For purposes of this Agreement, Purchaser shall be deemed to have been “Involuntarily Terminated” if (1) the Company (or a successor, if appropriate) terminates his service as an employee or a consultant without Cause other than for death or Disability, or (2) if Purchaser is not an employee or consultant of the Company (or a successor, if appropriate) at the time of consummation of the Triggering Event, Purchaser is removed from, or is not reelected to, the Board of Directors of the Company (or a successor, as appropriate) without Cause other than for death or Disability[, or (3) Purchaser resigns within sixty (60) days of any of the following events: (A) a material reduction in Purchaser’s job position (which shall include a material reduction, without Purchaser’s consent, in the title and position of the person to whom ▇▇▇▇▇▇▇▇▇ reports), responsibilities or duties, provided that neither a mere change in title alone nor reassignment following a Trigg...
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Single Trigger Acceleration. In the event of a Change in Control, the Repurchase Option shall lapse with respect to one hundred percent (100%) of all then-unvested shares of Stock.
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Related to Single Trigger Acceleration

  • Cross-Acceleration Any Financial Indebtedness of any Group Company is not paid when due as extended by any originally applicable grace period, or is declared to be due and payable prior to its specified maturity as a result of an event of default (however described), provided that no Event of Default will occur under this Clause 15.4 if the aggregate amount of Financial Indebtedness is less than SEK 5,000,000 and provided that it does not apply to any Financial Indebtedness owed to a Group Company.

  • Distributions Following Acceleration If the Notes are accelerated after an Event of Default, on each Payment Date starting with the Payment Date relating to the Collection Period in which the Notes are accelerated, the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Bank Accounts and make deposits and payments, to the extent of funds in the Bank Accounts for the related Collection Period, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as stated): (i) first, to the payment of amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents; (ii) second, to the Servicer, all unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, to the Noteholders of Class A-1 Notes, in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2a and Class A-2b Notes, pro rata based on the respective Notes Balances, in payment of principal until the Note Balance of the Class A-2a and Class A-2b Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes, in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes, in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and (xii) twelfth, to the holder of the Residual Interest, any remaining amounts.

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Option Acceleration One hundred percent (100%) of the shares subject to all Options granted to the Employee by the Company prior to the Change of Control shall immediately become vested and exercisable in full upon such Involuntary Termination. Following such acceleration, the Options shall continue to be subject to the terms and conditions of the Company’s stock option plans and the applicable option agreements between the Employee and the Company.

  • Automatic Acceleration Upon the occurrence of an Event of Default described in Section 8.01(l) or Section 8.01(m) the Facility shall be automatically terminated and the Loans and all other Obligations shall be immediately due and payable upon the occurrence of such event, without demand or notice of any kind.