Tail Period. Limitations Clause Samples

Tail Period. Limitations. (a) The acceleration provisions of Section 4.1 shall not apply if the Change in Control occurs after the expiration or termination of the Senior Advisor Agreement, regardless of the reason for such expiration or termination. (b) If the Senior Advisor Agreement expires in accordance with its terms (without early termination by either party) and a Change in Control occurs within ninety (90) days following such expiration, then acceleration under Section 4.1 shall apply only if: (i) the Company (or its successor) offered to renew or extend the Senior Advisor Agreement on terms no less favourable than those in effect immediately prior to expiration; (ii) the Holder accepted such renewal or extension in writing prior to the Change in Control; and (iii) the qualifying termination described in Section 4.1 occurs within twelve (12) months following the Change in Control. (c) For purposes of this Section 4.2, a termination of the Senior Advisor Agreement shall be deemed to have occurred on the effective date of such termination, and the date of a Change in Control shall be the closing date of the transaction constituting such Change in Control. (d) Any acceleration under this Section 4 shall apply only to Warrant Shares that remain unvested as of the date of the qualifying termination and that were scheduled to vest during the remaining term of the Senior Advisor Agreement (or any renewal thereof) as of immediately prior to the Change in Control.