Common use of Acts Contrary to Corporation Clause in Contracts

Acts Contrary to Corporation. Unless a Change of Control shall have occurred after the date hereof, if the Corporation reasonably determines that at any time within two (2) years after the lapse of the Restriction Period Director has acted significantly contrary to the best interests of the Corporation, including, but not limited to, any direct or indirect intentional disparagement of the Corporation, then all consideration (without regard to tax effects) received directly or indirectly by Director from the sale or other disposition of all Shares which vest during the two (2) year period prior to the Corporation's determination shall be paid by Director to the Corporation, or such Shares shall be returned to the Corporation. Director consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Director to the extent of the amounts Director owes the Corporation under this paragraph 3(d).

Appears in 3 contracts

Samples: Viad Corp Omnibus Incentive Plan (Viad Corp), Restricted Stock Agreement (Viad Corp), Viad Corp

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Acts Contrary to Corporation. Unless a Change of Control shall have occurred after the date hereof, if the Corporation reasonably determines that at any time within two (2) years after the lapse of the Restriction Period Director has acted significantly contrary to the best interests of the Corporation, including, but not limited to, any direct or indirect intentional disparagement of the Corporation, then all consideration (without regard to tax effects) received directly or indirectly by Director from the sale or other disposition of all Shares which vest during the two (2) year period prior to the Corporation's ’s determination shall be paid by Director to the Corporation, or such Shares shall be returned to the Corporation. Director consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Director to the extent of the amounts Director owes the Corporation under this paragraph 3(d).

Appears in 2 contracts

Samples: Plan Restricted Stock Agreement (Viad Corp), Restricted Stock Agreement (Viad Corp)

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Acts Contrary to Corporation. Unless a Change of Control shall have occurred after the date hereof, if the Corporation reasonably determines that at any time within two (2) years after the lapse of the Restriction Period the Director has acted significantly contrary to the best interests of the Corporation, including, but not limited to, any direct or indirect intentional disparagement of the Corporation, then all consideration (without regard to tax effects) received directly or indirectly by the Director from the sale or other disposition of all Shares which vest during the two (2) year period prior to the Corporation's ’s determination shall be paid by the Director to the Corporation, or such Shares shall be returned to the Corporation. The Director consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Director him to the extent of the amounts Director he owes the Corporation under this paragraph 3(d).

Appears in 1 contract

Samples: Restricted Stock Agreement (Moneygram International Inc)

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