Clawback Requirements Sample Clauses

Clawback Requirements. Notwithstanding any other provision of this Agreement to the contrary, all payments and benefits to be provided to the Executive under the terms of this Agreement shall be subject to the requirements of the KeyCorp Clawback Policy, as the same may be amended from time to time, as well as the clawback requirements that are mandated under the requirements of the Xxxx-Xxxxx Act and all applicable regulations that are issued thereunder.
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Clawback Requirements. Notwithstanding any provision in this Award to the contrary, if it is later determined that the grant (or payment with respect thereto) of Restricted Shares under this Award (or dividends or earnings on such stock) was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, then in such event: (i) the unvested stock granted under this Award shall become immediately forfeited; and (ii) the full amount of any and all payment(s) that have been made to the Employee under this Award shall become immediately due and owing to the Company and the Employee agrees to repay the full amount of such payment(s) to the Company in accordance with and in a manner that complies with the CPP Rules. EXHIBIT A NOTICE OF WITHHOLDING ELECTION FIRST RELIANCE BANCSHARES, INC. RESTRICTED STOCK AWARD TO: First Reliance Bancshares, Inc. FROM: SSN: RE: Withholding Election This election relates to the Restricted Stock Award identified in Paragraph 3 below. I hereby certify that:
Sample 1
Clawback Requirements. Notwithstanding any provision in this Stock Award Agreement to the contrary, if it is later determined that the grant (or payment with respect thereto) of stock under this Stock Award (or dividends or earnings on such stock) was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, then in such event: (i) the unvested stock granted under this Stock Award shall become immediately forfeited; and (ii) the full amount of any and all payment(s) that have been made to Recipient under this Stock Award shall become immediately due and owing to Holding Company and Recipient agrees to repay the full amount of such payment(s) to Holding Company in accordance with and in a manner that complies with the CPP Rules. The Committee hereby grants to the individual named above (“Recipient”) a Stock Award for the number of Shares listed above, subject to the terms and conditions of the Plan and this Stock Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Stock Award Agreement, the terms and conditions of the Plan shall prevail. Neither the Plan or this grant create any right on the part of an employee to continue in the service of OceanFirst Bank, OceanFirst Financial Corp. or any affiliates thereof. All capitalized terms herein shall have the same meaning as those contained in the Plan. The Holding Company shall not be required to transfer on its books any Shares which have been sold or transferred in violation of any of the provisions set forth in this Stock Award Agreement. The parties agree to execute such further instruments and take such actions as may be reasonably necessary to carry out the intent of this Stock Award Agreement. The Recipient agrees to make appropriate arrangements with the Holding Company (or parent or subsidiary employing or retaining the Recipient) for satisfaction of any Federal, state, local and foreign income and employment tax withholding requirements applicable to Shares subject to this Award Agreement. The Recipient represents that the Recipient has consulted with any tax consultants deemed advisable in connection with this Stock Award and that Recipient is not relying on the Holding Company for any tax advice. The Recipient hereby acknowledges that all decisions, determinations and interpretations of the Board of Directors, or the Committee thereof, in respect of the Plan and this Stock Award Agreement shal...
Sample 1
Clawback Requirements. Notwithstanding any provision in this Agreement to the contrary, if it is later determined that the grant (or payment with respect thereto) of Restricted Shares under this Restricted Stock Award (or dividends or earnings on such stock) was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, then in such event: (i) the unvested stock granted under this Restricted Stock Award shall become immediately forfeited; and (ii) the full amount of any and all payment(s) that have been made to the Participant under this Restricted Stock Award shall become immediately due and owing to the Company and the Participant agrees to repay the full amount of such payment(s) to the Company in accordance with and in a manner that complies with the CPP Rules.
Sample 1
Clawback Requirements. Despite any provision in this Agreement to the contrary, if it is later determined that the grant (or payment with respect thereto) of Restricted Shares under this Agreement (or dividends or earnings on such stock) was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, the Participant acknowledges and agrees that (x) the unvested Restricted Shares shall be immediately forfeited and (y) the full amount of any and all payment(s) to the Participant under this Agreement shall be immediately due and owing to the Company, which the Participant shall repay in full to the Company in accordance with and in a manner that complies with the CPP Rules.
Sample 1

Related to Clawback Requirements

  • Listing Requirements The Company shall not be obligated to deliver any certificates representing any shares until all applicable requirements imposed by federal and state securities laws and by any stock exchanges upon which the shares may be listed have been fully met.

  • 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:

  • Funding Requirements In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make Revolving Loans and the L/C Issuers shall not be obligated to issue Letters of Credit unless:

  • Performance Requirements To receive the Monthly Capacity Payment in Section 8.1.2.1, Seller shall provide the Contract Capacity in each Peak Month for all on-peak hours as such peak hours are defined in Edison's Tariff Schedule No. TOU-8 on file with the Commission, except that Seller is entitled to a 20% allowance for Forced Outages for each Peak Month. Seller shall not be subject to such performance requirements for the remaining hours of the year.

  • FINRA Requirements (A) You represent that you are a member in good standing of FINRA, or a non-U.S. bank, broker, dealer, or institution not eligible for membership in FINRA or a Bank.

  • REIT Requirements Notwithstanding anything in Section 11.01(a), in the event that counsel or independent accountants for the Protected REIT determine that there exists a material risk that any amounts due to Purchaser under Section 11.01(a) hereof would be treated as Nonqualifying Income upon the payment of such amounts to Purchaser, the amount paid to Purchaser pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to Purchaser in such year without causing the Protected REIT to fail to meet the REIT Requirements for such year, determined as if the payment of such amount were Nonqualifying Income as determined by such counsel or independent accountants to the Protected REIT. If the amount payable for any tax year under the preceding sentence is less than the amount which Seller would otherwise be obligated to pay to Purchaser pursuant to Section 11.01 of this Agreement (the “Expense Amount”), then: (1) Seller shall place the Expense Amount into an escrow account (the “Expense Escrow Account”) using an escrow agent and agreement reasonably acceptable to Purchaser and shall not release any portion thereof to Purchaser, and Purchaser shall not be entitled to any such amount, unless and until Purchaser delivers to Seller, at the sole option of the Protected REIT, (i) an opinion (an “Expense Amount Tax Opinion”) of the Protected REIT’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter (an “Expense Amount Accountant’s Letter”) from the Protected REIT’s independent accountants indicating the maximum amount that can be paid at that time to Purchaser without causing the Protected REIT to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to the Protected REIT indicating that the receipt of any Expense Amount hereunder will not cause the Protected REIT to fail to satisfy the REIT Requirements (a “REIT Qualification Ruling” and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant’s Letter, a “Release Document”); and (2) pending the delivery of a Release Document by Purchaser to Seller, Purchaser shall have the right, but not the obligation, to borrow the Expense Amount from the Escrow Account pursuant to a loan agreement (an “Indemnity Loan Agreement”) reasonably acceptable to Purchaser that (i) requires Seller to lend Purchaser immediately available cash proceeds in an amount equal to the Expense Amount (an “Indemnity Loan”), and (ii) provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the credit standing and profile of Purchaser or any guarantor of Purchaser, including the Protected REIT, at the time of such Loan, and (B) a 15 year maturity with no periodic amortization.

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • ERISA Requirements (a) Borrower will not engage in any transaction which would cause an obligation, or action taken or to be taken under this Loan Agreement (or the exercise by Lender of any of its rights under the Note, this Loan Agreement or any of the other Loan Documents) to be a non-exempt prohibited transaction under ERISA or Section 4975 of the Tax Code.

  • Service Requirements 4.1 All Services shall be performed in accordance with the requirements set forth in this Service Agreement, including the Service Specification, and otherwise in a professional manner.

  • Reporting Requirements of the Commission The Trustee and the Master Servicer shall reasonably cooperate with the Depositor and its counsel to enter into such amendments or modifications to this Agreement as may be necessary to comply with the Rules and any interpretations thereof by the staff of the Commission, subject to the provisions of Section 11.03 hereof.

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