Exit Right Sample Clauses

Exit Right. (a) Exit Right of Holders of the Series B Preferred Shares
Sample 1Sample 2
Exit Right. With effect from the Trigger Date, if any of the Purchasers (the “Selling Purchaser”) propose to sell any of the securities held by them in the Company or if the Company proposes to undertake any sale transaction involving the sale of the securities of the Company, then the Purchasers agree and undertake that the Selling Purchaser shall provide a proportionate tag along right to each of the Holdco Promoters and Snowdrop (the “Non-selling Purchaser”) on the same price and terms as offered to such Selling Purchaser. The Purchasers agree that other than representations with respect to their authority to transfer and title to their respective securities, the Holdco Promoters and/ or Snowdrop (as the case may be) shall not be required to provide any additional representations or indemnity to the proposed buyer. The terms of this provision (which is agreed between the Purchasers, Holdco Promoters and Snowdrop prior to First Closing Date) shall be incorporated in the Charter Documents as on the First Closing Date, effective from the Trigger Date.
Sample 1
Exit Right. Tenant shall have the right to terminate the Lease (the “Exit Right”) as of June 30, 2016 (the “Exit Date”); provided, however, that Tenant must deliver to Landlord (i) a written notice (the “Exit Notice”), of its intent to exercise its Exit Right on or before June 30, 2015, which Exit Notice must be delivered by Tenant to Landlord in accordance with Section 17.1 of the Lease, and (ii) an amount, as calculated by Landlord, equal to the unamortized portion of the leasing commissions paid by Landlord to the Brokers (as defined below) in connection with this Amendment together with 10% interest on such amount (the “Exit Payment”). Such amortization shall be on a straight-line basis over the period beginning July 1, 2011 and ending on the Expiration Date. The Exit Payment must be delivered to Landlord on or before the Exit Date. If Tenant timely and properly exercises the Exit Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of the Lease on or before the Exit Date and Tenant shall have no further obligations under the Lease except for those accruing prior to the Exit Date and those which, pursuant to the terms of the Lease, survive the expiration or early termination of the Lease. If Tenant does not deliver to Landlord the Exit Notice and the Exit Payment within the time periods provided for in this paragraph, Tenant shall be deemed to have waived its Exit Right.
Sample 1
Exit Right. (a) Following the expiration of the Lock-Up Period (the “Lock-Up Expiration Date”), during each calendar quarter, subject to and after complying with the procedures set forth in Section 7.4, the Investor and/or its Permitted Transferee(s) may Transfer in the aggregate a number of Capital Securities equal to the sum of (i) one-sixth (1/6th) of the aggregate number of all Capital Securities Beneficially Owned by the Investor and/or its Permitted Transferee(s) on the Lock-Up Expiration Date and (ii) any Capital Securities that were permitted to be, but were not, Transferred in a prior calendar quarter pursuant to this Section 7.2(a) (such that, for the avoidance of doubt, in and after the sixth calendar quarter following the Lock-Up Expiration Date, the Investor and/or its Permitted Transferee(s) shall be entitled to Transfer any and all of the Capital Securities they may continue to Beneficially Own at such time).
Sample 1
Exit Right. Subject to Applicable Laws, on and from the fifth (5th) anniversary of the Closing, if the Company fails to conduct an IPO as approved in accordance with this Agreement and the Amended Articles, the Company shall use its reasonable best endeavors to (i) redeem AIA’s Ordinary Shares; or (ii) assist to arrange a sale of AIA’s Ordinary Shares to a third party buyer, in each case at or above AIA’s Investment Amount paid to the Company. Any such redemption or sale shall be subject to the approval of AIA. For the avoidance of doubt, any such sale shall be subject to Clause 4.2.
Sample 1

Related to Exit Right

  • Payment of Restricted Stock Units Payment of Restricted Stock Units that vest pursuant to this Section shall be made in Shares (or, if applicable, settlement in the same consideration paid to the stockholders of the Company pursuant to the Change in Control), as soon as practicable following the applicable vesting date. The Restricted Stock Units are intended to be exempt from application of Section 409A of the Code, and any ambiguities set forth herein shall be interpreted accordingly. However, to the extent that an exemption is not available and the Restricted Stock Units are “deferred compensation” subject to the requirements of Section 409A of the Code, the following provisions shall apply and shall supersede anything to the contrary set forth herein and in the Plan to the extent required for the settlement of the Restricted Stock Units to comply with the requirements of Section 409A of the Code. In a Change in Control or Corporate Transaction the Award must be assumed, continued or substituted by the Surviving Corporation or the Parent Corporation and any Shares scheduled to be issued upon an applicable scheduled Vest Date may not be earlier issued unless the Change in Control or Corporate Transaction is also a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as described in Code Section 409A(a)(2)(A)(iv) and an exemption is available and elected under Treasury Regulation 1.409A-3(j)(4)(ix)(B) or such earlier issuance of the Shares is otherwise permitted by Section 409A of the Code. The Company retains the right to provide for earlier issuance of Shares in settlement of the Restricted Stock Units to the extent permitted by Section 409A of the Code.

  • Settlement of Restricted Stock Units 6.1 Subject to Section 9 hereof, promptly following the vesting date, and in any event no later than March 15 of the calendar year following the calendar year in which such vesting occurs, the Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units; and (b) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee.

  • Grant of Restricted Stock Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Board of Directors hereby grants to the Participant 2,500 restricted shares (the “Restricted Stock”) of common stock of the Company, par value $0.01 per share (“Common Stock”).

  • Grant of Performance Stock Units Subject to the terms of this Agreement, and the Incentive Plan, effective as of the Grant Date the Participant is hereby granted [Number] Performance Stock Units (the “Target Performance Units”). This Award contains the right to dividend equivalents (“Dividend Equivalents”) with respect to Earned Performance Units (as defined in Section 3(a)) as described in Section 4. Each Performance Stock Unit awarded hereunder shall become earned and vested as described in Section 3 and each Earned Performance Unit (and associated Earned Dividend Equivalents thereon as described in Section 4) shall be settled in accordance with Section 5.

  • Grant of Restricted Units Subject to the restrictions, terms and conditions of this Agreement, the Company hereby awards to the Participant Restricted Units. The Restricted Units constitute an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Agreement, cash on the applicable vesting date for such Restricted Units as provided herein. Until such delivery, the Participant shall have only the rights of a general unsecured creditor; provided, that if prior to the settlement of any Restricted Unit, (a) the Company pays a cash dividend (whether regular or extraordinary) or otherwise makes a cash distribution to a shareholder in respect of a Share, then the Company shall pay currently to the Participant (on or as soon as practicable (but in no event later than 30 days) following the date on which the underlying dividend or other distribution is made to a shareholder), in respect of each then-outstanding Restricted Unit held by him, an amount equal to any such cash dividend or distribution, and (b) the Company pays a non-cash dividend (whether regular or extraordinary) or otherwise makes a non-cash distribution in Shares or other property to a shareholder in respect of a Share, then the Company shall provide the Participant, in respect of each then-outstanding Restricted Unit held by him, an amount equal to the Fair Market Value (as defined in the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan (the “Plan”)) of such Shares or an amount equal to the fair market value of such other property as reasonably determined by the Company in good faith, as applicable, at the same time as such Restricted Unit vests and is settled under Section 2 below (and the Participant shall forfeit any such right to such amount if such Restricted Unit is forfeited prior to vesting).

  • Grant of Restricted Share Units The Company hereby grants to the Participant [ ].00 restricted share units (the “RSUs”), subject to all of the terms and conditions of this RSU Award Agreement and the Plan.

  • Grant of Restricted Stock Units The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement. AWARD SUMMARY

  • Grant of Performance Units Capital One hereby grants to you an award of Units with a Target Award, as indicated on the Grant Notice. The maximum payout for this award is 150% of the Target Award plus accrued dividends pursuant to Section 6. The Units shall vest and the underlying shares of common stock of Capital One, $.01 par value per share (such underlying shares, the “Shares”), shall be issuable only in accordance with the provisions of this Agreement and the Plan.

  • Grant of Performance Share Units The Company hereby grants to the Participant the Target Number of PSUs Granted, effective as of the Date of Award and subject to the terms and conditions of the Plan and this Award Agreement. Each PSU represents the unsecured right to receive a number of Shares, if any, in accordance with the terms and conditions of this Award Agreement. The Participant shall not be required to pay any additional consideration for the issuance of the Shares, if any, upon settlement of the PSUs.

  • Rights with Respect to Restricted Stock (a) Except as otherwise provided in this Agreement, the Recipient shall have, with respect to all of the shares of Restricted Stock, whether Vested Shares or Non-Vested Shares, all of the rights of a holder of shares of common stock of the Company, including without limitation (i) the right to vote such Restricted Stock, (ii) the right to receive dividends, if any, as may be declared on the Restricted Stock from time to time, and (iii) the rights available to all holders of shares of common stock of the Company upon any merger, consolidation, reorganization, liquidation or dissolution, stock split-up, stock dividend or recapitalization undertaken by the Company; provided, however, that all of such rights shall be subject to the terms, provisions, conditions and restrictions set forth in this Agreement (including without limitation conditions under which all such rights shall be forfeited). Any Shares issued to the Recipient as a dividend with respect to shares of Restricted Stock shall have the same status and bear the same legend as the shares of Restricted Stock and shall be held by the Company, if the shares of Restricted Stock that such dividend is attributed to is being so held, unless otherwise determined by the Committee. In addition, notwithstanding any provision to the contrary herein, any cash dividends declared with respect to shares of Restricted Stock subject to this Agreement shall be held in escrow by the Committee until such time as the shares of Restricted Stock that such cash dividends are attributed to shall become Vested Shares, and in the event that such shares of Restricted Stock are subsequently forfeited, the cash dividends attributable to such portion shall be forfeited as well.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!