Accelerated Vesting Due to Acquisition. [If an Acquisition occurs while the Participant maintains a Business Relationship and this option has not fully vested, then commencing immediately prior to the closing of the Acquisition and at all times thereafter the Vesting Start Date hereunder shall be deemed to be the date that is months prior to the Vesting Start Date specified on the first page of this agreement.] If during the period ending six months after the closing date of an Acquisition, the Participant terminates his or her Business Relationship for Good Reason (as defined below) or or the acquiror terminates such Business Relationship without Cause (as defined below), then immediately upon such termination date [fifty percent (50%)] of the total number of shares subject to this option which were unvested immediately prior to such termination shall, upon such termination, become vested and thereafter exercisable in accordance with the terms hereof.
Accelerated Vesting. Vesting of the Units may be accelerated during the term of the Award at the discretion of the Committee in accordance with [Section 16.2] of the Plan and under the following circumstances:
Accelerated Vesting. The vesting of outstanding Units will be accelerated under the circumstances provided below:
Accelerated Vesting. Notwithstanding [Section 4(a)], the Restricted Shares will vest in full upon the earlier to occur of # the termination of your Service to the Company and its Affiliates because of your death or Disability, or # a Change in Control that occurs while you continue to be a Service Provider.
Accelerated Vesting. Notwithstanding the provisions of [Section 4] hereof, all of the RSUs covered by this Agreement that have not already vested and become nonforfeitable pursuant to [Section 4] hereof will become nonforfeitable and payable to Grantee pursuant to [Section 7] hereof earlier than the time provided in [Section 4] hereof upon the occurrence of a Change of Control, but only if such event also constitutes a “change in the ownership,” “change in effective control” and/or a “change in the ownership of a substantial portion of assets” of the Company, as those terms are defined under Treasury Regulations Section 1.409A-3(i)(5).
Accelerated Vesting. Notwithstanding the Vesting Criteria to the contrary and subject to the terms of this Agreement, including the release requirement described in [Section 5] of this Agreement:
Accelerated Vesting. Subject to [Section 9.03] below, in the event that # a Change in Control occurs and # a Participant’s employment or service is terminated by the Company, its successor or an affiliate thereof without Cause or is terminated by the Participant for Good Reason (if applicable), in each case on or after the effective date of the Change in Control but prior to the second anniversary of the Change in Control, then any unvested portion of such Participant’s Account shall vest in full regardless of such Participant’s vested status under the Savings Plan.
Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: # the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; # any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; # any merger, consolidation or other business combination of the Company into or with a special purpose acquisition company or wholly-owned subsidiary thereof; or # any sale or other transfer by the stockholders of the Company of shares representing a majority of the Company’s then-total outstanding combined voting power. For the avoidance of doubt, “Acquisition” shall not include any sale and issuance by the Company of shares of its capital stock or of securities or instruments exercisable for or convertible into, or otherwise representing the right to acquire, shares of its capital stock to one or more investors for cash in a transaction or series of related transactions the primary purpose of which is a bona fide equity financing of the Company.
Acquisition. Substantially concurrently with the occurrence of the Closing Date and the making by each Lender of its initial extension of credit hereunder, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement.
Acquisition. The Acquisition shall have been consummated, or substantially simultaneously with the borrowing under this Agreement shall be consummated, in all material respects in accordance with the terms of the Purchase and Sale Agreement, after giving effect to any modifications, amendments, consents, waivers or requests by you (or your affiliate) thereto, other than those (including the effects of any requests) that are materially adverse to the interests of the Lenders, without the prior consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned).
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