Finding of Unsuitability Sample Clauses
A Finding of Unsuitability clause establishes the right of one party—typically an employer or contracting entity—to determine that an individual or entity is not suitable for a particular role, project, or contractual relationship. This determination may be based on factors such as background checks, failure to meet qualifications, or conduct that raises concerns about reliability or trustworthiness. The clause allows the party to take specific actions, such as terminating employment or ending a contract, if unsuitability is found. Its core function is to protect the interests of the party making the assessment by providing a clear mechanism to remove or disqualify individuals or entities that do not meet required standards.
Finding of Unsuitability. (a) The Securities Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person shall be redeemable by the Company or the applicable Affiliated Company, out of funds legally available therefor, as directed by a Gaming Authority and, if not so directed, as and to the extent deemed necessary or advisable by the Managing Member, in which event the Company shall deliver a Redemption Notice to the Unsuitable Person or its Affiliate and shall redeem or purchase or cause one or more Affiliated Companies to purchase the Securities on the Redemption Date and for the Redemption Price set forth in the Redemption Notice. From and after the Redemption Date, such Securities shall no longer be deemed to be outstanding, such Unsuitable Person or Affiliate of such Unsuitable Person shall cease to be a stockholder, member, partner or owner, as applicable, of the Company and/or Affiliated Company with respect to such Securities, and all rights of such Unsuitable Person or Affiliate of such Unsuitable Person in such Securities, other than the right to receive the Redemption Price, shall cease. In accordance with the requirements of the Redemption Notice, such Unsuitable Person or its Affiliate shall surrender the certificate(s), if any, representing the Securities to be so redeemed.
(b) Commencing on the date that a Gaming Authority serves notice of a determination of unsuitability or disqualification of a holder of Securities, or the Managing Member otherwise determines that a Person is an Unsuitable Person, and until the Securities Owned or Controlled by such Person are Owned or Controlled by a Person who is not an Unsuitable Person, it shall be unlawful for such Unsuitable Person or any of its Affiliates to and such Unsuitable Person and its Affiliates shall not: (i) receive any dividend, payment, distribution or interest with regard to the Securities, (ii) exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Securities, and such Securities shall not for any purposes be included in the Securities of the Company or the applicable Affiliated Company entitled to vote, or (iii) receive any remuneration that may be due to such Person, accruing after the date of such notice of determination of unsuitability or disqualification by a Gaming Authority, in any form from the Company or any Affiliated Company for services rendered or otherwise, or (iv) be or continue as a manager, officer, partne...
Finding of Unsuitability. Notwithstanding anything to the contrary in this Agreement, any holder of Rights that is found to be unsuitable pursuant to the Company’s Restated Certificate of Incorporation shall have such Rights redeemed or shall dispose of such Rights in the manner set forth therein.
Finding of Unsuitability. (a) The Equity Interests owned or controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person (as applicable) shall be subject to mandatory sale and transfer on the terms and conditions set forth herein on the Transfer Date to either the Corporation or one or more Third Party Transferees and in such number and class(es)/series of Equity Interests as determined by the Board in good faith (following consultation with reputable outside and independent gaming regulatory counsel) pursuant to a resolution adopted by a majority of the directors of the Board; provided that any such sale or transfer shall occur subject to the following and shall not occur (and a Transfer Notice shall not be sent, and the Transfer Date shall be extended accordingly) until the later to occur of: (i) the delivery to such Person of a copy of a resolution duly adopted by the affirmative vote of a majority of the directors of the Board at a meeting thereof called and held for the purpose (after providing reasonable notice to such Person and a reasonable opportunity for such Person, together with the counsel of such Person, to be heard before the Board at such meeting and to provide documents and written arguments to the Board a reasonable length of time in advance of such meeting), finding that the Board has determined in good faith (following consultation with
Finding of Unsuitability. (a) If a Gaming Authority or the Board, in good faith based upon advice of counsel after consultation with a Gaming Authority, notifies a holder of Units or the Company that such holder is an Unsuitable Person, subject to applicable Gaming Laws and the provisions of Section 4.4 and Section 11.2, the Unsuitable Person shall, within sixty (60) days of receiving notice pursuant to this Section 4.5(a) (or such other time period required under applicable Gaming Laws or by a Gaming Authority having jurisdiction over a Gaming License held by the Company or any Affiliated Company), (i) provide the applicable Gaming Authority sufficient information or take such curative action to satisfy the Gaming Authority that such person is not, or no longer is, an Unsuitable Person or (ii) enter into a binding agreement (the “Forced Sale Agreement”) to sell all Units then Owned or Controlled by such Unsuitable Person to a third party that is not an Unsuitable Person and, if such Units include Class A Units, deliver the Forced Sale Agreement to the other Class A Members as set forth in Section 11.4(a), which delivery shall constitute an Offer Notice pursuant to Section 11.4(a) solely for purposes of the Right of First Refusal. The transaction pursuant to the Forced Sale Agreement shall (subject to any other time period required under applicable Gaming Laws or by a Gaming Authority having jurisdiction over a Gaming License held by the Company or any Affiliated Company) be consummated no later than thirty (30) days after the date of the Forced Sale Agreement (the
Finding of Unsuitability. (a) The Equity Interests owned or controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person (as applicable) shall be subject to mandatory sale and transfer on the terms and conditions set forth herein on the Transfer Date to either the Corporation or one or more Third Party Transferees and in such number and class(es)/series of Equity Interests as determined by the Board in good faith (following consultation with reputable outside and independent gaming regulatory counsel) pursuant to a resolution adopted by a majority of the directors of the Board; provided that any such sale or transfer shall occur subject to the following and shall not occur (and a Transfer Notice shall not be sent, and the Transfer Date shall be extended accordingly) until the later to occur of: (i) the delivery to such Person of a copy of a resolution duly adopted by the affirmative vote of a majority of the directors of the Board at a meeting thereof called and held for the purpose (after providing reasonable notice to such Person and a reasonable opportunity for such Person, together with the counsel of such Person, to be heard before the Board at such meeting and to provide documents and written arguments to the Board a reasonable length of time in advance of such meeting), finding that the Board has determined in good faith (following consultation with reputable outside and independent gaming regulatory counsel) that (A) such Person is an Unsuitable Person, and (B) it is necessary for such Person to sell and transfer such number and class(es)/series of Equity Interests in order for the Corporation or any Affiliated Company to: (1) obtain, renew, maintain or prevent the loss, rejection, rescission, suspension, revocation or non-renewal of a material Gaming License; (2) comply in any material respect with a material Gaming Law; (3) ensure that any material Gaming License held or desired in good faith to be held by the Corporation or any Affiliated Company, or the Corporation’s or any Affiliated Company’s application for, right to the use of, entitlement to, or ability to obtain or retain, any material Gaming License held or desired in good faith to be held by the Corporation or any Affiliated Company, is not precluded, delayed, impeded, impaired, threatened or jeopardized in any material respect; or (4) prevent the