Clawback Payment Sample Clauses

Clawback Payment. Resources will pay to REI the lesser of (i) the amount required to be credited to REI by its affiliated retail electric provider pursuant to Section 39.262(e) of the Utilities Code promptly following the determination that such a payment is owed and the amount thereof and (ii) $150 multiplied by the number of residential or small commercial customers served by the affiliated transmission and distribution utility that are buying electricity from the affiliated retail electric provider at the price to beat on the second anniversary of the beginning of competition, minus the number of new customers obtained outside the service area.
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Clawback Payment. The purchase price payable by the Clawback Royalty Holder for the Clawback Royalty (the “Clawback Purchase Price”) shall be payable in Cash and determined as follows: (i) if the Clawback Notice is given on or before the fifth (5th) anniversary of the Closing, the Clawback Purchase Price shall be equal to two (2) times the Royalty Value for the Clawback Royalty as shown in Schedule C hereto; and (ii) if the Clawback Notice is given after the fifth (5th) anniversary of the Closing, the Clawback Purchase Price shall be equal to three (3) times the Royalty Value for the Clawback Royalty as shown in Schedule C hereto.
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Clawback Payment. If during the two-year period beginning as of the Closing Date (a) a Sale Event occurs or (b) Buyer or any of its Affiliates (including the Company) enters into a binding agreement to effect a Sale Event, then Buyer shall pay to the Shareholders Representative (on behalf of all the Shareholders), as additional Purchase Price, an amount equal to 50% of the excess, if any, of the amount of the Sale Proceeds of such Sale Event over the sum of $270,000,000, the Building #1 Purchase Price, the Building #2 Purchase Price and the Building #4 Purchase Price (the “Clawback Payment”). The Clawback Payment shall be payable upon the consummation of the Sale Event; provided, however, that if any portion of the Clawback Payment is attributable to consideration payable after the closing of the Sale Event then that portion of the Clawback Payment shall be payable when such consideration is paid to Buyer or its Affiliate, as applicable. As used in this Section 2.4 and the definitions of Sale Event and Sale Proceeds, “Company” shall be deemed to include any Affiliate of Buyer that is the successor to the Company pursuant one or more inter-company transactions, including mergers, conversions, consolidations and sales or transfers of capital stock or assets.
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Clawback Payment. 44 10.13 Nuclear Decommissioning Trust and Investment...............................44 10.14
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Clawback Payment. If required approval of the shareholders of one or more Mutual Funds to the interim contract contemplated in Section 4.1.5 or a Fund Reorganization (as applicable) is not obtained within 150 days after the Closing Date, then: (a) within 180 days after the Closing Date, Buyer shall prepare in good faith and deliver to the Sellers’ Representative a statement (together with reasonable supporting calculations) showing the Clawback Payment that is due and payable by the Selling Parties to Buyer; (b) Buyer shall cause Company, and its advisors, counsel and accountants, to give the Sellers’ Representative, and the Sellers’ Representative’s advisors, counsel and accountants, reasonable access to Company’s books, records and personnel needed to enable the Sellers’ Representative to review on a fully-informed basis the determination of the Clawback Payment; (c) As soon as practicable, but not later than 20 days after receiving the statement from Buyer contemplated in Section 2.5(a) above, the Sellers’ Representative will notify Buyer of any dispute with respect to the calculation of the Clawback Payment, specifying the dispute in reasonable detail. If the Sellers’ Representative does not notify Buyer of a dispute within this period, or if the Sellers’ Representative notifies Buyer that the Sellers’ Representative agrees with Buyer’s calculation with respect to the Clawback Payment, then Buyer’s calculation as delivered to the Sellers’ Representative shall be final and binding. (d) If the Sellers’ Representative timely notifies Buyer of a dispute under Section 2.5(c), and the dispute is not resolved within 10 Business Days after the date of such notice: (i) either the Sellers’ Representative or Buyer, upon notice to the other, may require that the dispute shall be referred for resolution to the Designated Accounting Firm; (ii) if the Sellers’ Representative or Buyer requires the dispute to be referred to the Designated Accounting Firm, the Sellers’ Representative and Buyer shall use their commercially reasonable efforts to cause the Designated Accounting Firm to issue within 30 Business Days after its selection a written report stating its resolution of the dispute selecting either Buyer’s determination of the Clawback Payment, the Sellers’ Representative’s determination of the Clawback Payment or an amount in between the two; (iii) if the Sellers’ Representative or Buyer requires the dispute to be referred to the Designated Accounting Firm, upon the Designated Accou...
Sample 1

Related to Clawback Payment

  • Clawback Rights The Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “Clawback Benefits”) shall be subject to “Clawback Rights” as follows: during the period that the Executive is employed by the Parent and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any financial results from which any Clawback Benefits to the Executive shall have been determined, the Executive agrees to repay any amounts which were determined by reference to any Parent financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the Parent’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Parent and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee following a publicly announced restatement, the Parent shall have the right to take any and all action to effectuate such adjustment. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith and in accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the Clawback Rights shall be final and binding on the Parent and the Executive. The Clawback Rights shall terminate following a Change of Control as defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Parent with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (“Dxxx-Xxxxx Act”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dxxx-Xxxxx Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the Dxxx-Xxxxx Act and such rules and regulations as hereafter may be adopted and in effect.

  • Clawback Policy The Stock Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Stock Units or any shares of Common Stock or other cash or property received with respect to the Stock Units (including any value received from a disposition of the shares acquired upon payment of the Stock Units).

  • Back Pay The resolution of a grievance shall not include provisions for back pay retroactive further than twenty (20) working days prior to the date the grievance is filed. However, if with the exercise of reasonable diligence the act or omission being grieved was not discovered within 10 working days of its occurrence, and the grievance is subsequently timely filed pursuant to Section 3, then the resolution of the grievance may include provision for back pay for a maximum period of one year from the date the grievance was filed.

  • Clawback Provision Notwithstanding any other provisions in this Agreement to the contrary, in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, to the extent required by such laws or government regulations, the Company shall recover from the Executive any such incentive-based compensation (if any) paid to the Executive pursuant to this Agreement during the three (3) year period preceding the date on which the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive under the accounting restatement.

  • Clawback (a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. (b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

  • Clawbacks The payments to Executive pursuant to this Agreement are subject to forfeiture or recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy or provision that the Company has included in any of its existing compensation programs or plans or that it may be required to adopt under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

  • Clawback/Recoupment (a) The Committee may, to the extent permitted by governing law, require reimbursement of any payment of Shares received in settlement of this Award if the Award Recipient is an employee of pay grade 22 or higher as of the Grant Date where: (i) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement of the Company’s financial statements filed with the Securities and Exchange Commission, which restatement occurs no more than three years from the date of settlement of this Award, where the Committee reasonably determines that any employee engaged in intentional misconduct that caused or partially caused the need for the restatement, and a lower payment would have been made to the Award Recipient based upon the restated financial results; provided, however, that the Committee reserves the discretion to determine that any Award Recipient shall not be subject to this provision; or (ii) the Award Recipient engaged in ethical misconduct in violation of the Company’s Code of Business Ethics, which the Committee reasonably determines caused material business or reputational harm to the Company. (b) If the Committee reasonably determines that any payment of Shares received in settlement of this Award should be reimbursed under subsections (a)(i) or (a)(ii), then the following shall apply: (i) in the event reimbursement is required under subsection (a)(i), the Award Recipient shall be required to reimburse the Company in an amount equal to the dollar value of the Common Stock the Award Recipient received in excess of what the Award Recipient would have received on such date had the payment been based upon such restated financial results; or (ii) in the event reimbursement is required under subsection (a)(ii), the Award Recipient shall be required to promptly reimburse the Company in an amount the Committee reasonably determines to be appropriate, which could equal the full value of the Common Stock the Award Recipient received during such three-year period. Notwithstanding the foregoing, the Company shall not be required to make any additional payment in the event that the restated financial results would have resulted in a greater number of Shares upon payment of the Award to the Award Recipient. (c) In the event the Award Recipient is obligated to reimburse the Company for amounts under subsections (b)(i) or (b)(ii), the Company may, at its sole election: (i) require the Award Recipient to pay the amount in a lump sum within 30 days of such determination; (ii) deduct the amount from any other compensation owed to the Award Recipient (as a condition to receiving the performance-based compensation under this Award, the Award Recipient agrees to permit the deduction provided for by this subsection); or (iii) a combination of subsections (c)(i) and (c)(ii). (d) By accepting this Award, the Award Recipient agrees that timely payment to the Company as set forth in this Section 7 is reasonable and necessary, and that timely payment to the Company as set forth in this Section 7 is not a penalty, and it does not preclude the Company from seeking all other remedies that may be available to the Company. The Award Recipient further acknowledges and agrees that the Award Recipient’s Performance Share Units shall be cancelled and forfeited without payment by the Company if the Committee reasonably determines that the Award Recipient has engaged in the conduct specified under subsection (a). (e) Notwithstanding any other provisions in this Agreement, if this Award becomes subject to recovery under any law, government regulation, stock exchange listing requirement, and/or Company policy, this Award shall be subject to such deductions, recoupment and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement and/or Company policy.

  • Clawback Provisions Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

  • Dividend Equivalent Payments Until your RSUs convert to Shares, if MSCI pays a dividend on Shares, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held Shares for your vested and unvested RSUs immediately prior to the record date. No dividend equivalents will be paid to you with respect to any canceled or forfeited RSUs. MSCI will decide on the form of payment and may pay dividend equivalents in Shares, in cash or in a combination thereof, unless otherwise provided in Exhibit C. MSCI will pay the dividend equivalent when it pays the corresponding dividend on its common stock or on the next regularly scheduled payroll date. The gross amount of any dividend equivalents paid to you with respect to RSUs that do not vest and convert to Shares shall be subject to potential recoupment or payback (such recoupment or payback of dividend equivalents, the “Clawback”) following the cancellation or forfeiture of the underlying RSUs. You consent to the Company’s implementation and enforcement of the Clawback and expressly agree that MSCI may take such actions as are necessary to effectuate the Clawback consistent with applicable law. If, within a reasonable period, you do not tender repayment of the dividend equivalents in response to demand for repayment, MSCI may seek a court order against you or take any other actions as are necessary to effectuate the Clawback.

  • Callback Pay When an employee is called back to work after having completed their normal workday, they shall be granted a minimum of two (2) hours pay at time and one half. This provision shall not apply when the hours worked are an extension of the employee's workday.

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