Clawback Right. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with Company that is subject to recovery under any law, government regulation, stock exchange listing requirement or Company policy approved by the Board and notified to the Executive, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy.
Clawback Right. If the Company has not consummated an IPO by December 31, 2006, then except as provided in Section 4(d) hereof, the Company shall have the right to repurchase (the “Clawback Right”) from the Grantee, and the Grantee hereby agrees to sell to the Company, up to 958 Shares (the “Clawback Shares”) at a price of $10.00 per Share; provided, however, that the provisions of this Section 4(b) shall not apply in the event underwriters reasonably acceptable to the Company propose an IPO of the Company’s common stock based upon an expected pre-offering valuation of the Company’s stockholders’ equity of at least $200,000,000 and the Company elects not to consummate such an offering. Notwithstanding anything herein to the contrary, the Clawback Right shall be applicable to the Grantee only if the Grantee has been granted 100 or more Shares hereunder.
Clawback Right. Notwithstanding any other provisions in the Plan or this Agreement, you agree and acknowledge that this Award shall be subject to recovery or clawback by the Company or Partnership under any clawback policy from time to time adopted by the Committee whether before or after the Date of Grant.
Clawback Right. If, during the term of the MSA, (i) a Release Event occurs and Popular elects to obtain the release of Deposit Materials pursuant to the terms and conditions of this Agreement and the MBESA, and (ii) following such release, the circumstances giving rise to such Release Event are cured (with respect to circumstances that are capable of cure) and the circumstances are such that EVERTEC is capable of resuming services enabled by such Deposit Materials without there being a Release Event, then so long as EVERTEC is capable of adequately providing the service(s) applicable to such Deposit Materials in accordance with the terms and conditions of the MSA that gave rise to the Release Event (each, a “Cured Service”), EVERTEC will have the right, upon reasonable prior notice and subject to the conditions set forth below, (A) to require that Popular return to EVERTEC or destroy such Deposit Materials with respect to such Cured Service and all copies thereof, (B) require that any Elected License associated with such Deposit Materials for the Cured Service would terminate, and (C) resume providing the Cured Service to Popular under the MSA (a, b and c, collectively the “Clawback Right”); provided, however, that if EVERTEC exercises the Clawback Right, EVERTEC will (without limiting any right or remedy of Popular under the MSA) (1) reimburse Popular for all of Popular’s out-of-pocket costs and expenses incurred in connection with the Release Event and Popular’s efforts to resume the service under the MSA that gave rise to Popular’s release request; (2) ensure a transition back to the Cured Service at EVERTEC’s cost with minimal disruption to business continuity; and (3) promptly deliver to Iron Mountain one copy of any such Deposit Materials for redeposit into escrow in accordance with the terms of the MBESA.
Clawback Right. Notwithstanding any other provisions of this Agreement, any payments or benefits provided under this Agreement shall be subject to recovery or clawback by the Company under any clawback policy adopted by the Company whether before or after the Effective Date of this Agreement.
Clawback Right. (a) To the extent permitted under controlling state and federal law, if at any time, either before or after Executive’s resignation or termination (for any reason) of employment with the Bank under Section 4.2, above, or otherwise, it is determined that any of the circumstances described in this Section 4.8(b) apply, then the Bank shall have the following rights (the “Clawback Rights”):
(i) To deem as forfeited any and all payments and benefits or other amounts to which Executive has, may have, or may claim to have, a right to receive under this Agreement;
(ii) To recover from Executive or require Executive to reimburse the Bank for any and all payments and benefits or other amounts already paid to Executive under this Agreement, and
(iii) To recover any amount described in this Agreement.
(b) The Bank’s Clawback Rights shall apply in the following circumstances:
(i) The Bank determines that during Executive’s employment with the Bank Executive engaged in conduct that would constitute “Cause” under the terms of this Agreement, or subsequently resulted in Executive’s felony conviction or entry of a guilty plea or plea of no lo contendere to a felony charge as a result of such conduct.
(ii) In addition to any recovery triggered under this Agreement, if the Bank is required to prepare an accounting restatement due to the material noncompliance of the Bank with any financial reporting requirement under applicable law, and such restatement results in Executive have been paid an incentive payment or bonus payment larger than that which would have been due based on the accounting restatement, then the Bank shall be entitled to recover from Executive the excess of any incentive payment or bonus payment paid to Executive during the 3-year period preceding the date on which the Bank is required to prepare the accounting restatement, over the amount of the incentive payment or bonus which should have been paid based on the restated financial reports during such 3-year period.
Clawback Right. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with Enstar that is subject to recovery under any law, government regulation, stock exchange listing requirement or Enstar policy approved by the Enstar or Company board and notified to Executive, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Enstar policy.
Clawback Right. If your employment with the Company terminates prior to the occurrence of the Retention Date for any reason other than a Qualified Termination, you hereby agree to re-pay to the Company the gross (pre-tax) amount of the Retention Bonus, as set forth in Section 1, above, within fifteen (15) days following the date of such termination. If you do not timely make such repayment, the Company or Parent, as applicable, will be entitled to recover from you collection costs and damages, including reasonable legal fees, expenses and court costs, arising from the enforcement of this obligation to the maximum extent permitted by law.
Clawback Right. If the Company has not consummated an IPO by December 31, 2006, then except as provided in Section 4(d) hereof, the Company shall have the right to redemption (the “Clawback Right”) from the Trust, and the Trust hereby agrees to sell to the Company, up to 17,900 Shares (the “Clawback Shares”) at a price of $10.00 per Share; provided, however, that the provisions of this Section 4(b) shall not apply in the event underwriters reasonably acceptable to the Company propose an IPO of the Company’s common stock based upon an expected pre-offering valuation of the Company’s stockholders’ equity of at least $200,000,000 and the Company elects not to consummate such an offering.
Clawback Right. Subject to the terms and conditions under this Section 3, ManagerCo hereby grants the Holders a right (a "CLAWBACK RIGHT") to purchase all, but not less than all, the Focus Shares at a price equal to the aggregate par value thereof (the "CLAWBACK PRICE") following the occurrence of an Event of Default.
