Vesting Acceleration Event Sample Clauses

Vesting Acceleration Event. In the event of the occurrence of a -------------------------- Vesting Acceleration Event (defined below), then the Unvested Shares Repurchase Right shall automatically terminate in its entirety, and the Purchaser shall acquire a vested interest in all of the Shares immediately upon the completion of such Vesting Acceleration Event; provided, however, in the event of the -------- ------- occurrence of any of the events described in subsections (a), (b) and (c) below ----------- - - - (each a "Corporate Transaction"), the Unvested Share Repurchase Right shall not be affected (e.g., such right shall not lapse or otherwise terminate), if, --- following the consummation of such Corporate Transaction, the Company's stockholders of record immediately prior to such Corporate Transaction hold more than fifty percent (50%) of the voting power of the surviving or acquiring ------------- -- entity. For purposes of this Section 5.6, a "Vesting Acceleration Event" is ----------- defined as any of the following:
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Vesting Acceleration Event. If a Vesting Acceleration Event occurs after <<date>>, but prior to the last day of the Performance Period, and if you have not previously forfeited your Award under Section 4 below, a Pro-Rata Portion of your Award will be eligible for vesting based on the number of months you were employed during the Performance Period before the Vesting Acceleration Event. The Pro-Rata Portion is calculated by multiplying the number of Performance Units by a fraction, the numerator of which is the number of complete calendar months from the beginning of the Performance Period to and including the date of the Vesting Acceleration Event (such numerator not to exceed <<#>>), and the denominator of which is <<#>>. The Pro-Rata Portion of your award will vest as of the Vesting Acceleration Event. The Performance Period is shortened as of the end of the calendar quarter ending on or before the Vesting Acceleration Event to the extent that the Performance Goals are achieved as set forth in EXHIBIT A. Any balance of the Pro-Rata Portion that does not vest upon the Vesting Acceleration Event shall be forfeited as of the date of such event. Any balance of your Award that does not vest at the end of the Performance Period shall be forfeited as of the end of the Performance Period.
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Vesting Acceleration Event. Subject to earlier forfeiture as otherwise provided in Paragraph 4(b), in the event a Vesting Acceleration Event occurs while the Participant is an employee of the Company or one of its Subsidiaries, after <<date>> and before the last day of the Performance Period, then the average ROATCE and the TSR of the Company and the TSR of the Peer Group shall be determined through the end of the calendar quarter ending on or prior to the date of the first such Vesting Acceleration Event and the vesting provisions set forth in Paragraph 2 shall be applied to a time-weighted portion of the Award Shares (determined by multiplying the number of Award Shares by a fraction (not to exceed one), the numerator of which is the number of complete calendar months from the beginning of the Performance Period to and including the Vesting Acceleration Event, and the denominator of which is <<#>>) based on such ROATCE and TSR results. For purposes of this calculation, average ROATCE shall be calculated using the number of complete calendar quarters from the beginning of the Performance Period to the Vesting Acceleration Event, except that complete calendar years shall be used if such measurement period consists of one or two complete calendar years. In such event, the Period of Restriction shall end, the restrictions applicable to the Award Shares shall automatically terminate, and the Award Shares shall be free of restrictions and freely transferable, all to the extent of the vested Award Shares as so determined, on the date of such Vesting Acceleration Event. In such event, any balance of the Award Shares and Restricted Stock Units which are not vested shall be immediately forfeited. If the aggregate time-weighted vesting exceeds 100%, Achievement Shares shall be issued to the Participant, in settlement of the vested Restricted Stock Units, in a number equal to the excess of the aggregate time-weighted vesting pursuant to this Paragraph 4(c) over 100% multiplied by the number of Restricted Stock Units (as adjusted by the Committee pursuant to Section 4.4 of the Plan to reflect such events as stock dividends, stock splits, recapitalizations, mergers, consolidations or reorganizations of or by the Company). The Achievement Shares shall be unrestricted, 100% vested and freely transferable as of their date of issuance and shall have full voting rights and otherwise possess all rights of Shares from their date of issuance. All determinations regarding vesting and entitlement to the A...
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Related to Vesting Acceleration Event

  • 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).

  • Acceleration Events Each of the following events shall constitute an “Acceleration Event”:

  • Option Acceleration One hundred percent (100%) of the shares subject to all outstanding options granted to the Employee by the Company (the “Options”) prior to the date of such termination shall immediately become vested and exercisable in full upon such 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.

  • Special Acceleration of Option (a) This option, to the extent outstanding at the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of such Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully vested shares of Common Stock. No such acceleration of this option shall occur, however, if and to the extent: (i) this option is, in connection with the Corporate Transaction, to be assumed by the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same option exercise/vesting schedule set forth in the Grant Notice.

  • Acceleration, Etc Upon the occurrence of any Event of Default described in the foregoing Section 10.1(e) or 10.1(f), the Loan shall automatically and immediately terminate and the unpaid principal amount of and any and all accrued interest on the Loan shall automatically become immediately due and payable, with all additional interest from time to time accrued thereon and without presentment, demand or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate or notice of acceleration), all of which are hereby expressly waived by Borrower, and the obligations of Lender to make any further disbursement of the Loan shall thereupon terminate; and upon the occurrence and during the continuance of any other Event of Default, Lender may, by written notice to Borrower, (i) declare that the Loan is terminated, whereupon the Loan and the obligation of Lender to make any further disbursement of the Loan shall immediately terminate, and/or (ii) declare the unpaid principal amount of, any and all accrued and unpaid interest on the Loan and all of the other Obligations to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without presentment, demand, or protest or other requirements of any kind (including without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Borrower. Without limiting Lender’s authority hereunder, on or after the Maturity Date, Lender may exercise any or all rights and remedies under the Loan Documents or applicable law, including, without limitation, foreclosure upon the Property or any additional collateral.

  • Acceleration of Vesting Notwithstanding any provision of the Plan or this Agreement to the contrary, in the event of a Change in Control prior to the date that the Option is fully vested and exercisable, the Option shall become immediately vested and exercisable with respect to 100% of the Shares in each remaining vesting tranche. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the Shares of Common Stock received.

  • Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

  • Optional Acceleration Subject to Section 7.03, if an Event of Default (other than an Event of Default set forth in Section 7.01(A)(ix) or 7.01(A)(x) with respect to the Company and not solely with respect to a Significant Subsidiary of the Company) occurs and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately.

  • Termination Events This Agreement may, by notice given prior to or at the Closing, be terminated:

  • Events of Default Acceleration Etc 78 §12.1 Events of Default and Acceleration. 78 §12.2 Limitation of Cure Periods. 81 §12.3 [RESERVED]. 81 §12.4 Remedies. 81 §12.5 Distribution of Collateral Proceeds. 81 §13. SETOFF 82 §13.1 Setoff. 82 §13.2 Sharing of Payments by Lenders. 83 §14. THE AGENT 84 §14.1 Authorization. 84 §14.2 Employees and Agents. 84 §14.3 No Liability. 84 §14.4 No Representations. 85 §14.5 Payments. 86 §14.6 Holders of Notes. 88 §14.7 Indemnity. 88 §14.8 Agent as Lender. 89 §14.9 Resignation. 89 §14.10 Duties in the Case of Enforcement. 90 §14.11 Request for Agent Action. 90 §14.12 Removal of Agent. 90 §14.13 Bankruptcy. 91 §15. EXPENSES 91 §16. INDEMNIFICATION 92 §17. SURVIVAL OF COVENANTS, ETC. 93 §18. ASSIGNMENT AND PARTICIPATION 93 §18.1 Conditions to Assignment by Lenders. 93 §18.2 Register. 95 §18.3 New Notes. 95 §18.4 Participations. 96 §18.5 Pledge by Lender. 96 §18.6 No Assignment by Borrower. 96 §18.7 Cooperation; Disclosure. 96 §18.8 Mandatory Assignment. 97 §18.9 Co-Agents. 98 §18.10 Treatment of Certain Information; Confidentiality. 98 §19. NOTICES 98 §20. RELATIONSHIP 000 §00. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE 100 §22. HEADINGS 000 §00. COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC COMPOSITIONS 101 §24. ENTIRE AGREEMENT, ETC. 000 §00. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS 000 §00. DEALINGS WITH THE BORROWER 103 §27. CONSENTS, AMENDMENTS, WAIVERS, ETC. 000 §00. SEVERABILITY 105 §29. NO UNWRITTEN AGREEMENTS 000 §00. ACKNOWLEDGMENT OF INDEMNITY OBLIGATIONS 000 §00. REPLACEMENT OF NOTES 000 §00. TIME IS OF THE ESSENCE 000 §00. RIGHTS OF THIRD PARTIES 000 §00. GUARANTY 106 §34.1 The Guaranty. 106 §34.2 Obligations Unconditional. 106 §34.3 Reinstatement. 107 §34.4 Certain Waivers. 108 §34.5 Remedies. 108 §34.6 Rights of Contribution. 109 §34.7 Guaranty of Payment; Continuing Guaranty. 109 §34.8 Special Provisions Applicable to Guarantors. 109 EXHIBITS AND SCHEDULES Exhibit A Form of Revolving Note Exhibit A-1 Form of Swing Line Note Exhibit B Form of Compliance Certificate Exhibit C Form of Assignment and Assumption Agreement Exhibit D Form of Request for Revolving Loan Exhibit D-1 Form of Request for Swing Line Loan Exhibit E Form of Borrowing Base Certificate Exhibit F Patriot Act and OFAC Transferee and Assignee Identifying Information Form Exhibit G Joinder Agreement (Guarantor) Exhibit H-1 Form of U.S. Tax Compliance Certificate Exhibit H-2 Form of U.S. Tax Compliance Certificate Exhibit H-3 Form of U.S. Tax Compliance Certificate Exhibit H-4 Form of U.S. Tax Compliance Certificate Schedule 1.1 Lenders and Commitments Schedule 6.1(b) Subsidiaries Schedule 6.7 Litigation Schedule 6.10 Tax Audits Schedule 6.15 Transactions with Affiliates Schedule 6.20(f) Unresolved Real Estate Claims or Disputes Schedule 6.20(g) Material Real Estate Agreements REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made the 26th day of September, 2014, by and among CORENERGY INFRASTRUCTURE TRUST, INC., a Maryland corporation, as borrower ("Borrower"), having its principal place of business at 0000 Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx 00000, each of the parties now or hereafter signatory hereto as guarantors (collectively "Guarantors"), REGIONS BANK, a national banking association ("Regions"), with the other lending institutions that are or may become parties hereto pursuant to §18 as lenders ("Lenders"), REGIONS BANK, as administrative agent ("Agent") for itself and the other Lenders, REGIONS BANK, as Swing Line Lender, and REGIONS BANK, as LC Issuer.

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