Certain Forfeitures Sample Clauses

Certain Forfeitures. The Administrator may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to the applicable vesting conditions of an Award. Such events may include, without limitation, breach of any non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in an Award Agreement or that are otherwise applicable to the Participant, a termination of the Participant’s employment for Cause, or other conduct by the Participant that is detrimental to the business or reputation of the Company and its Subsidiaries and/or its Affiliates.
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Certain Forfeitures. Notwithstanding anything contained herein to the contrary, in the event that a Liquidity Event has not occurred as of August 31, 2017, the entire Award (whether or not vested) shall be immediately forfeited with no consideration due the Participant in respect thereof.
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Certain Forfeitures. (a) Each Seller Recipient acknowledges that, other than any Units or options, as applicable, issued as Equity Consideration or as a portion of any Earn-Out Payment pursuant to this Agreement, (i) grants of Units of the Buyer following the Closing, (ii) grants of options to purchase shares of common stock of the Parent following the Closing and (iii) grants or allocations of Carried Interest of WTI Funds formed after the Closing (the grants and allocations described in clauses (i)-(iii), the “Future Grants”), in each case to the applicable Seller Recipient shall, at the request of Buyer, contain restrictive covenants substantially identical to the Restrictive Covenants herein (modified to comply with Applicable Law), with the restricted period having a term of two (2) years from the termination of employment of such Seller Recipient.
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Certain Forfeitures. (a) Notwithstanding any provision to the contrary contained herein or in a Warrant Certificate, if the initial Registered Holder's employment with MAXF or a subsidiary thereof is terminated under circumstances constituting Cause (as defined below) or if the Registered Holder commits Injurious Conduct (as defined below), then, unless otherwise determined by the Chairman of MAXF (the "CHAIRMAN"): (i) all outstanding Warrants held by the Registered Holder (and/or, if applicable, any Permitted Transferees) as of the date of such termination or the discovery of such conduct shall terminate and be forfeited, whether or not theretofore vested; (ii) the Registered Holder (and/or, if applicable, any Permitted Transferees) shall (a) sell back to MAXF all shares of Common Stock that are held, as of the date of such termination or the discovery of such conduct, by the Registered Holder (and/or, if applicable, any Permitted Transferees) and that were acquired upon exercise of the Warrants on or after the date which is 365 days prior to the date of such termination or the discovery of such conduct (shares of Common Stock so acquired, the "ACQUIRED SHARES"), for a per share price equal to the per share Exercise Price of the Warrants, and (b) to the extent such Acquired Shares have previously been sold or otherwise disposed of by the Registered Holder (and/or, if applicable, by any Permitted Transferees), repay to MAXF the excess of the aggregate Fair Market Value of such Acquired Shares on the date of such sale or disposition over the aggregate per share Exercise Price with respect to the Acquired Shares. For purposes of the preceding clause (ii)(b) of this Section 15(a), the amount of the repayment described therein shall not be affected by whether the Registered Holder (and/or, if applicable, any Permitted Transferees) received such Fair Market Value with respect to such sale or other disposition, and repayment may, without limitation, be effected, at the discretion of MAXF, by means of offset against any amount owed by MAXF or a subsidiary thereof to the Registered Holder or, if applicable, any Permitted Transferees.
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Certain Forfeitures. Notwithstanding any provision to the contrary contained herein or in the Warrant Agreement, if the initial Registered Holder's employment with the Company or a subsidiary thereof is terminated under circumstances constituting Cause (as defined in the Warrant Agreement) or if the Registered Holder commits Injurious Conduct (as defined in the Warrant Agreement), then, unless otherwise determined by the Chairman of the Company (the "CHAIRMAN"):
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Related to Certain Forfeitures

  • Restrictions and Forfeiture (i) All Class B Units when issued shall be subject to forfeiture and shall constitute “Restricted Class B Units” and shall remain subject to forfeiture as provided in this Section 16.2(a) until the requirements of this Section 16.2(a) have been satisfied.

  • Restrictions; Forfeiture The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in Section 5 or 6 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

  • Term; Forfeiture a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Participant’s Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur:

  • Allocation of Forfeitures NOTE: Subsections (a), (b) and (c) below apply to forfeitures of amounts other than Excess Aggregate Contributions.

  • Vesting; Forfeiture Subject to the terms and conditions of this Agreement and provided that the Participant continues to provide services until the Vesting Date (as defined below):

  • Vesting and Forfeiture Any Award which has become payable pursuant to the performance measures set forth in Section 4 shall be considered as fully earned by you, subject to the further provisions of this Section 3. Notwithstanding any other provision of this Award Agreement to the contrary, any Award will be forfeited back to Tyson in the event of: (i) your Termination of Employment before the Vesting Date, except as otherwise provided in Sections 3.2 through 3.4, or (ii) the failure to satisfy any of the performance measures provided in Section 4.

  • Forfeiture of Awards The Restricted Stock Units granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.

  • Forfeiture Upon the earlier to occur of the expiration and termination of the Underwriters’ over-allotment option, the Company shall cancel or otherwise effect the forfeiture of Founder Shares from the Sponsor, in an aggregate amount equal to the number of Founder Shares determined by multiplying (a) 937,500 by (b) a fraction, (i) the numerator of which is 3,750,000 minus the number of Option Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,750,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture of the Founder Shares pursuant to this Section 4(jj).

  • Forfeiture of Award 4.1 If, at any time during the Award Recipient’s employment by the Company or within 18 months after termination of employment, the Award Recipient engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) conduct relating to the Award Recipient’s employment for which either criminal or civil penalties against the Award Recipient may be sought, (b) conduct or activity that results in termination of the Award Recipient’s employment for cause, (c) violation of the Company’s policies, including, without limitation, the Company’s xxxxxxx xxxxxxx policy and corporate compliance program, (d) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company who was employed at any time during the Award Recipient’s tenure with the Company, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “competitor”), except for (A) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by the Award Recipient during the Award Recipient’s tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s interests in any substantial manner or (B) any other service or assistance that is provided at the request or with the written permission of the Company, (e) disclosing or misusing any confidential information or material concerning the Company, (f) engaging in, promoting, assisting or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a Change of Control (as defined in the Plan) not approved by the CenturyTel Board of Directors or (g) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company, then the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient engages in such activity and (i) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.

  • Vesting Requirements The vesting of this Award (other than pursuant to accelerated vesting in certain circumstances as provided in Section 3 below or vesting pursuant to Section 6 below) shall be subject to the satisfaction of the conditions set forth in each of subsections A and B, as applicable, and, in each case, subsection C of this Section 2:

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