Claw-Back Provision. In the event that any dividends or redemption proceeds paid by the Fund on Outstanding VRDP Shares prior to the occurrence of a Fund Insolvency Event are required to be, and are, paid over to the bankruptcy estate of the Fund pursuant to a final, non-appealable judgment of a court of competent jurisdiction arising out of a Fund Insolvency Event, any Beneficial Owner (or former Beneficial Owner) of VRDP Shares that has paid over to the bankruptcy estate of the Fund pursuant to such judgment any dividends or redemption proceeds previously received from the Fund may demand reimbursement from the Liquidity Provider of any amounts so paid. The Liquidity Provider agrees to make such reimbursement payment within three (3) Business Days of receipt of any such demand for payment made in writing and accompanied by evidence reasonably satisfactory to the Liquidity Provider of payment made to the bankruptcy estate of the Fund by or on behalf of the demanding party. In connection with any reimbursement payment by the Liquidity Provider, the Beneficial Owner (or former Beneficial Owner) of VRDP Shares shall be deemed to have transferred, assigned and conveyed to the Liquidity Provider the right to receive from the Fund and the bankruptcy estate of the Fund any such dividends or redemption proceeds in exchange for the reimbursement payment by the Liquidity Provider, and the Beneficial Owner (or former Beneficial Owner) shall execute, acknowledge and deliver such further conveyances, assignments and other documents as the Liquidity Provider may reasonably request and are reasonably necessary in order to effectuate such assignment. The provisions of this Section 2.05 shall survive any expiration or termination of this Agreement, in respect of any dividends or redemption proceeds paid by the Fund on Outstanding VRDP Shares during the term of this Agreement, and shall be in addition to any other obligation of the Liquidity Provider under this Agreement.
Claw-Back Provision. Executive agrees that, should the Company be required to prepare and issue a material accounting restatement caused by fraud or other misconduct in connection with any financial reporting requirement under the securities laws, and should Executive be found to have participated in or knew or should have known about such fraud or misconduct and took no action to prevent it, the Board may, in its discretion, seek reimbursement of the difference in the amount of any cash based incentive and performance equity awarded to Executive during the three year period following the first public issuance or filing of the financial document in question and the amount, if any, of cash based incentive pay or performance equity Executive would have received if such incentive pay or equity based compensation were awarded under the restated financial statement.
Claw-Back Provision. Executive agrees the Corporation shall have the right to require Executive to repay any incentive-based compensation or award that Executive has received, or will receive under this Agreement, any prior agreement, or otherwise from the Corporation, the Bank or an Affiliate, as may be required by applicable law or, if applicable, any implementing rules, regulations or stock exchange listing requirements on such basis as determined by the Corporation’s claw back policy.
Claw-Back Provision the Asset Conditions contain a Claw-Back Provision;
Claw-Back Provision. Officer agrees that the Bank can suspend, prevent or claw back the Separation Payments or Change of Control Payments paid to the Officer pursuant to paragraphs 5.4 or 7.3 of this Agreement in the event that either the Bank or a federal or state regulatory or law enforcement authority determines that the Officer:
a) Committed any fraudulent act or omission, breach of trust or fiduciary duty, or insider abuse with regard to the Bank or Company that has had or is likely to have a material adverse effect on the Bank or Company;
b) Was substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled condition, as defined by applicable regulations of the appropriate federal banking agency, of the Company or Bank;
c) Materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material effect on the Company or Bank; or
d) Violated or conspired to violate one or all of Sections 215, 656, 657, 1005, 1006, 1007, 1014, 1032, or 1344 of Title 18 of the United States Code, or Sections 1341 or 1343 of such Title affecting a federally insured financial institution as defined in title 18 of the United States Code.
Claw-Back Provision. The Employee understands and acknowledges that: the award of Restricted Shares pursuant to this Agreement is expressly subject to the Company’s Incentive Compensation Recovery Policy (the “Claw Back Policy”) and/or any revisions or amendments of the Claw Back Policy that the Company may subsequently adopt; and, that if the Claw Back Policy is triggered the Company has the right to cancel any Restricted Shares awarded to the Employee under this Agreement if still owned by the Employee or, if the Restricted Shares are no longer owned by the Employee or the Company is otherwise unable to cancel the Shares, to recover from the Employee the value as of the Vesting Date of the Restricted Shares as and to the extent required under the Claw Back Policy.
Claw-Back Provision. The Company may withhold Commission payments to provide for any Commissions paid, which remain subject to the Claw Back Provisions.
(a) Once the Claw Back amount has been accumulated, Commission payments will be paid on each Commission payment date;
(b) The Company will continue to provide the Franchisee with a Commission statement;
(c) The Claw Back amount will be placed in a holding account until such time as no Commission payable remain. A Claw Back by a panel lender other than a Claw Back which arises from a breach by the Franchisee of a provision of a panel lender agreement or code of ethics, or as a direct or indirect result of the Franchisees conduct or omission, will be shared between the Company and the Franchisee in the proportion in which it was originally paid to the Company and the Franchisee.
Claw-Back Provision. Notwithstanding any provision herein to the contrary, in the event that the Schumms or the Developer no longer meet one or more conditions of the grant of the economic development incentives hereunder, then the City shall have the right to clawback any economic development incentive granted, paid, or issued from and after the date that the Schumms or the Developer failed to meet that condition or those conditions and shall have the authority to eliminate or to reduce proportionally the amount of economic development incentives being granted, paid, or issued until the termination of this Performance Agreement.
Claw-Back Provision. Both parties agree that in the event that the Consultant ceases to be working for the Company 6 months or less after the Effective date of this Agreement, he must return an aggregate of 300,000 shares of the company common Stock to treasury out of 400,000 that he is entitled under this Agreement; if the Consultant works more than 6 month for the Company but ceases working after 12 months or less from the Effective date of this Agreement, the Company shall rescind an aggregate of 200,000 shares of the total 400,000 shares that he is entitled to under this agreement. If the Consultant works more than 12 months for the Company but less than 18 months, he shall return 100,000 shares out of the total 400,000 shares that he is entitled to under this Agreement.
Claw-Back Provision. Both parties agree that in the event that the Company has not closed 6 additional deals (i.e., not counting deals signed to-date) through the services given by the Consultant within 18 months from the effective date, the Consultant must return an aggregate of 5,500,000 shares of the company common Stock to treasury out of 6,500,000 that he is entitled under this Agreement. It is agreed by the Parties that the Company has the sole sovereignty to decide on closing or rejecting deals and/or on accepting or rejecting proposals, for whatever reason, made by the Consultant.
