Forfeiture Procedures Clause Samples
The Forfeiture Procedures clause outlines the steps and conditions under which a party may lose certain rights, property, or benefits under the agreement, typically as a consequence of breaching specific terms. This clause details the process for notifying the affected party, any grace periods or opportunities to remedy the breach, and the formal actions required to enforce the forfeiture. Its core practical function is to provide a clear, structured method for enforcing penalties, thereby deterring non-compliance and ensuring both parties understand the consequences of failing to meet their obligations.
Forfeiture Procedures. In the event of the forfeiture of any Restricted Stock Units, such forfeiture shall be automatic and without further act or deed by the Participant. Notwithstanding the foregoing, if requested by the Company (or its agent), the Participant shall execute such documents (including, without limitation, a power of attorney in favor of the Company) and take such other action deemed necessary or desirable by the Company to evidence such forfeiture.
Forfeiture Procedures. (a) In the event any Shares are forfeited by the Participant pursuant to Section 2(a) above, the Participant (or the Participant's estate) shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 5 below, tender to the Company at its principal offices the certificate or certificates representing the Shares so forfeited, duly endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company.
(b) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to Section 3(a) above, the Company shall not pay any dividend to the Participant on account of such Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares.
Forfeiture Procedures. Upon the occurrence of any forfeiture of Restricted Shares pursuant to Section 3(b), such unvested, forfeited shares and related Restricted Property shall be automatically transferred to the Company as of the applicable forfeiture date without any other action by the Participant (or the Participant’s beneficiary or personal representative in the event of the Participant’s death or disability, as applicable). No consideration shall be paid by the Company with respect to such transfer. The Company may exercise its powers under Section 7(d) hereof and take any other action necessary or advisable to evidence such transfer. The Participant (or the Participant’s beneficiary or personal representative in the event of the Participant’s death or disability, as applicable) shall deliver any additional documents of transfer that the Company may request to confirm the transfer of such unvested, forfeited shares and related Restricted Property to the Company.
Forfeiture Procedures. If, pursuant to Sections 2 or 7 of this Agreement, any shares of Restricted Stock are forfeited and canceled, such forfeiture and cancellation shall be documented pursuant to the appropriate one of the following procedures:
(a) If a certificate or certificates representing the number of shares of Restricted Stock so forfeited and canceled are in the possession of the Company pursuant to Section 4 hereof, then the officer of the Company having custody of such certificate shall, forthwith upon the occurrence of the event resulting in such forfeiture and cancellation, transmit such certificates to the Company’s transfer agent and registrar (or, if the Company has no such transfer agent or registrar, then to the appropriate officer of the Company) with information as to the number of shares so forfeited and canceled and, if the certificates evidence a number of shares greater than the amount to be so canceled, with instructions that a certificate representing the shares not so canceled be issued in the name of the Participant; and
(b) If, pursuant to the provisions of Sections 2 or 7 of this Agreement, any shares of Restricted Stock are forfeited and canceled and the Company does not have in its possession a certificate or certificates representing the shares so forfeited and canceled, then the Participant shall, upon written demand from the Company, furnish to the Company a certificate duly endorsed and assigned to the Company representing the number of shares of Restricted Stock so forfeited and canceled and, upon its receipt thereof, the Company shall follow the procedures indicated in the preceding paragraph. The Participant agrees to provide the Company, upon its request therefor, with one or more stock assignments separate from certificate, executed by the Participant without completing the information as to share amount transferred or name of transferee, and with such other and further instruments of assignment or other documents which may be reasonably required in order to implement the forfeiture and cancellation provisions of Sections 2 and 7 of this Agreement.
Forfeiture Procedures. Upon the occurrence of any forfeiture of Restricted Shares pursuant to Section 3(b), such unvested, forfeited shares and related Restricted Property shall be automatically transferred to the Company as of the applicable forfeiture date without any other action by the Director (or the Director’s beneficiary or personal representative in the event of the Director’s death or disability, as applicable). No consideration shall be paid by the Company with respect to such transfer. The Company may exercise its powers under Section 7(d) hereof and take any other action necessary or advisable to evidence such transfer. The Director (or the Director’s beneficiary or personal representative in the event of the Director’s death or disability, as applicable) shall deliver any additional documents of transfer that the Company may request to confirm the transfer of such unvested, forfeited shares and related Restricted Property to the Company.
Forfeiture Procedures. Upon the occurrence of any forfeiture of shares of Restricted Stock under this Section 7, such unvested, forfeited shares and related Restricted Property shall be automatically transferred to the Corporation, without any other action by the Participant. No additional consideration shall be paid by the Corporation with respect to such transfer. The Corporation may exercise its powers under Section 6(d) hereof and take any other action necessary or advisable to evidence such transfer. The Participant shall deliver any additional documents of transfer that the Corporation may request to confirm the transfer of such unvested, forfeited shares and related Restricted Property to the Corporation.
Forfeiture Procedures. Any shares of Buyer Stock which are forfeited or cancelled pursuant to Section 5.7(a) shall be automatically deemed to be cancelled and no longer outstanding without any further action of Buyer, any such shares of Buyer Stock shall be released to Buyer and the Stockholders shall have no further right, title or interest whatsoever in such forfeited or cancelled shares or any claims with respect to such shares effective as of the date of such forfeiture or cancellation. If any Stockholder is in possession of any certificates representing any such forfeited or cancelled shares, then such Stockholder shall immediately return to Buyer any and all certificates representing such forfeited or cancelled shares. In the event that any claim made by the Buyer pursuant to this Article V is disputed by the Stockholders, no shares of Buyer Stock shall be forfeited pursuant to Section 5.7(a) except and until such dispute has been resolved.
Forfeiture Procedures. Notwithstanding the provisions of Section 1.2, Subject Shares and Subject Warrants that are forfeited pursuant to this Section 1.9(d), shall, as of the applicable time, be deemed to have been automatically and irrevocably surrendered, assigned and Transferred by the applicable forfeiting Sponsor Party to Parent without any consideration for such Transfer and Parent shall cancel such shares and/or warrants without any further action or consent of such forfeiting Sponsor Party. Parent and the applicable Sponsor Party shall take all action as reasonably requested by Parent (including by executing and delivering any agreements, instruments, certificates or powers of attorney) in order to effect such forfeiture, and otherwise to reflect the assignment, Transfer and recapture of such shares by Parent, without any consideration, and to vest Parent with full right, title and possession of such shares. Each Sponsor Party agrees that Parent and American Stock Transfer & Trust Company, LLC, as transfer agent for the Company or warrant agent, as applicable, and any successor thereto, shall be entitled to rely conclusively on the terms of this Agreement in connection with taking any such action necessary or advisable in connection with such forfeiture, including by amending and restating the Sponsor Warrant Agreement.
Forfeiture Procedures. Upon the occurrence of any forfeiture of Restricted Shares pursuant to Section 3(c) above, such unvested, forfeited Restricted Shares and related Restricted Property shall be automatically transferred to the Corporation as of the applicable forfeiture date without any other action by the Participant (or the Participant’s beneficiary or personal representative in the event of the Participant’s death or disability, as applicable). No consideration shall be paid by the Corporation with respect to such transfer. The Corporation may exercise its powers under Section 7(d) hereof and take any other action necessary or advisable to evidence such transfer. The Participant (or the Participant’s beneficiary or personal representative in the event of the Participant’s death or disability, as applicable) shall deliver any additional documents of transfer that the Corporation may request to confirm the transfer of such unvested, forfeited Restricted Shares and related Restricted Property to the Corporation.