Common use of Claims Against the Company Clause in Contracts

Claims Against the Company. 15.1 The Grantee shall not make any claim against the Company, the Employing Company or their respective directors, shareholders, affiliates, representatives, auditors or employees for any compensation whatsoever in connection with this Agreement. 15.2 If, following delivery by the Grantee to the Company of an Exercise Notice, the Company fails or delays, due to its willful or gross negligence, to deliver the Common Shares to the Grantee within 30 Company Business Days, and as a direct result of such failure or delay the Grantee suffers damage or loss, the Grantee may claim compensation limited to the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee, if the Exercising Purchase Price is higher than the aggregate market price of the Common Shares. For the avoidance of doubt, refusal by the Company to accept the exercise by the Grantee of the Options pursuant to Clause 4 shall not be grounds for compensation under this Clause 15. 15.3 Nothing in this Clause 15 shall prohibit the Grantee from making a claim against the Company, the Employing Company or their respective directors, shareholders, affiliates, representatives, auditors or employees enforcing rights expressly provided for under the provisions of this Agreement. 15.4 If the Grantee exercises Options or disposes of Common Shares in breach of any provisions of this Agreement, the Grantee shall, upon the Company's request, refund the greater of: (a) the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee; or (b) the entire profit which the Grantee makes by the disposal of the Common Shares. In either (a) or (b), the Grantee shall make such refund promptly in accordance with the Company's instructions.

Appears in 3 contracts

Samples: Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Credit Corp), Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Credit Corp), Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/)

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Claims Against the Company. 15.1 The Subject to Clauses 15.1 and 15.2 below, the Grantee shall not make any claim against any member of the Company, the Employing Company Group or their any of its respective directors, officers, shareholders, affiliates, representatives, auditors or employees for any compensation whatsoever in connection with this Agreement. 15.2 If, following delivery by the Grantee to the Company of an Exercise Notice, the Company fails or delays, wilfully or due to its willful or gross negligence, to deliver the Common Shares to the Grantee within 30 Company Business Days, and as a direct result of such failure or delay the Grantee suffers damage or loss, the Grantee may claim compensation limited to the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee, if the Exercising Purchase Price is higher than the aggregate market price of the Common Shares. For the avoidance of doubt, refusal by the Company to accept the exercise by the Grantee of the Options pursuant to Clause 4 4.10 shall not be grounds for compensation under this Clause 15. 15.3 Nothing in this Clause 15 shall prohibit the Grantee from making a claim against the Company, the Employing Company or their respective directors, officers, shareholders, affiliates, representatives, auditors or employees enforcing rights expressly provided for under the provisions of this Agreement. 15.4 If the Grantee exercises Options or disposes of Common Shares in breach of any provisions of this Agreement, the Grantee shall, upon the Company's ’s request, refund the greater of: (a) the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee; or (b) the entire profit which the Grantee makes by the disposal of the Common Shares. In If either (a) or (b)) above applies, the Grantee shall make such refund promptly in accordance with the Company's ’s instructions.

Appears in 3 contracts

Samples: Option Agreement (Toyota Motor Credit Corp), Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/), Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/)

Claims Against the Company. 15.1 The 14.1 Subject to Clause 14.2 below, the Grantee shall not make any claim against any member of the Company, the Employing Company Group or their any of its respective directors, officers, shareholders, affiliates, representatives, auditors or employees for any compensation whatsoever in connection with this Agreement. 15.2 14.2 If, following delivery by the Grantee to the Company of an Exercise Notice, the Company fails or delays, wilfully or due to its willful or gross negligence, to deliver the Common Shares to the Grantee within 30 Company Business Days, and as a direct result of such failure or delay the Grantee suffers damage or loss, the Grantee may claim compensation limited to the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee, if the Exercising Purchase Price is higher than the aggregate market price of the Common Shares. For the avoidance of doubt, refusal by the Company to accept the exercise by the Grantee of the Options pursuant to Clause 4 3.10 shall not be grounds for compensation under this Clause 1514. 15.3 Nothing in this Clause 15 shall prohibit the Grantee from making a claim against the Company, the Employing Company or their respective directors, shareholders, affiliates, representatives, auditors or employees enforcing rights expressly provided for under the provisions of this Agreement. 15.4 14.3 If the Grantee exercises Options or disposes of Common Shares in breach of any provisions of this Agreement, the Grantee shall, upon the Company's ’s request, refund the greater of: (a) the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee; or (b) the entire profit which the Grantee makes by the disposal of the Common Shares. In If either (a) or (b)) above applies, the Grantee shall make such refund promptly in accordance with the Company's ’s instructions.

Appears in 2 contracts

Samples: Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/), Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/)

Claims Against the Company. 15.1 The Subject to Clauses 15.1 and 15.2 below, the Grantee shall not make any claim against the Company, the Employing Company or their respective directors, officers, shareholders, affiliates, representatives, auditors or employees for any compensation whatsoever in connection with this Agreement. 15.2 If, following delivery by the Grantee to the Company of an Exercise Notice, the Company fails or delays, wilfully or due to its willful or gross negligence, to deliver the Common Shares to the Grantee within 30 Company Business Days, and as a direct result of such failure or delay the Grantee suffers damage or loss, the Grantee may claim compensation limited to the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee, if the Exercising Purchase Price is higher than the aggregate market price of the Common Shares. For the avoidance of doubt, refusal by the Company to accept the exercise by the Grantee of the Options pursuant to Clause 4 shall not be grounds for compensation under this Clause 15. 15.3 Nothing in this Clause 15 shall prohibit the Grantee from making a claim against the Company, the Employing Company or their respective directors, officers, shareholders, affiliates, representatives, auditors or employees enforcing rights expressly provided for under the provisions of this Agreement. 15.4 If the Grantee exercises Options or disposes of Common Shares in breach of any provisions of this Agreement, the Grantee shall, upon the Company's request, refund the greater of: (a) the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee; or (b) the entire profit which the Grantee makes by the disposal of the Common Shares. In If either (a) or (b)) above applies, the Grantee shall make such refund promptly in accordance with the Company's instructions.

Appears in 2 contracts

Samples: Option Agreement (Toyota Motor Credit Corp), Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/)

Claims Against the Company. 15.1 The Subject to Clauses 15.1 and 15.2 below, the Grantee shall not make any claim against any member of the Company, the Employing Company Group or their any of its respective directors, officers, shareholders, affiliates, representatives, auditors or employees for any compensation whatsoever in connection with this Agreement. 15.2 If, following delivery by the Grantee to the Company of an Exercise Notice, the Company fails or delays, wilfully or due to its willful or gross negligence, to deliver the Common Shares to the Grantee within 30 Company Business Days, and as a direct result of such failure or delay the Grantee suffers damage or loss, the Grantee may claim compensation limited to the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee, if the Exercising Purchase Price is higher than the aggregate market price of the Common Shares. For the avoidance of doubt, refusal by the Company to accept the exercise by the Grantee of the Options pursuant to Clause 4 4.10 shall not be grounds for compensation under this Clause 15. 15.3 Nothing in this Clause 15 shall prohibit the Grantee from making a claim against the Company, the Employing Company or their respective directors, officers, shareholders, affiliates, representatives, auditors or employees enforcing rights expressly provided for under the provisions of this the Agreement. 15.4 If the Grantee exercises Options or disposes of Common Shares in breach of any provisions of this Agreement, the Grantee shall, upon the Company's ’s request, refund the greater of: (a) the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee; or (b) the entire profit which the Grantee makes by the disposal of the Common Shares. In If either (a) or (b)) above applies, the Grantee shall make such refund promptly in accordance with the Company's ’s instructions.

Appears in 1 contract

Samples: Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/)

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Claims Against the Company. 15.1 The Grantee shall not make any claim against the Company, the Employing Company or their respective directors, shareholders, affiliates, representatives, auditors or employees for any compensation whatsoever in connection with this Agreement. 15.2 If, following delivery by the Grantee to the Company of an Exercise Notice, the Company fails or delays, due to its willful or gross negligence, to deliver the Common Shares to the Grantee within 30 Company Business Days, and as a direct result of such failure or delay the Grantee suffers damage or loss, the Grantee may claim compensation limited to the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee, if the Exercising Purchase Price is higher than the aggregate market price of the Common Shares. For the avoidance of doubt, refusal by the Company to accept the exercise by the Grantee of the Options pursuant to Clause 4 shall not be grounds for compensation under this Clause 15. 15.3 Nothing in this Clause 15 shall prohibit the Grantee from making a claim against the Company, the Employing Company or their respective directors, shareholders, affiliates, representatives, auditors or employees enforcing rights expressly provided for under the provisions of this Agreement. 15.4 If the Grantee exercises Options or disposes of Common Shares in breach of any provisions of this Agreement, the Grantee shall, upon the Company's request, refund the greater of: (a) the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee; or (b) the entire profit which the Grantee makes by the disposal of the Common Shares. In either (a) or (b), the Grantee shall make such refund promptly in accordance with the Company's instructions.

Appears in 1 contract

Samples: Option Agreement (Toyota Motor Corp/)

Claims Against the Company. 15.1 The Subject to Clauses 15.1 and 15.2 below, the Grantee shall not make any claim against any member of the Company, the Employing Company Group or their any of its respective directors, officers, shareholders, affiliates, representatives, auditors or employees for any compensation whatsoever in connection with this Agreement. 15.2 If, following delivery by the Grantee to the Company of an Exercise Notice, the Company fails or delays, wilfully or due to its willful or gross negligence, to deliver the Common Shares to the Grantee within 30 Company Business Days, and as a direct result of such failure or delay the Grantee suffers damage or loss, the Grantee may claim compensation limited to the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee, if the Exercising Purchase Price is higher than the aggregate market price of the Common Shares. For the avoidance of doubt, refusal by the Company to accept the exercise by the Grantee of the Options pursuant to Clause 4 4.10 shall not be grounds for compensation under this Clause 15155. 15.3 Nothing in this Clause 15 shall prohibit the Grantee from making a claim against the Company, the Employing Company or their respective directors, officers, shareholders, affiliates, representatives, auditors or employees enforcing rights expressly provided for under the provisions of this the Agreement. 15.4 If the Grantee exercises Options or disposes of Common Shares in breach of any provisions of this Agreement, the Grantee shall, upon the Company's ’s request, refund the greater of: (a) the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee; or (b) the entire profit which the Grantee makes by the disposal of the Common Shares. In If either (a) or (b)) above applies, the Grantee shall make such refund promptly in accordance with the Company's ’s instructions.

Appears in 1 contract

Samples: Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/)

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