Further Conditions; Clawback Sample Clauses

Further Conditions; Clawback. As an inducement to his eligibility to receive the Success Bonus, Executive agrees that, except for his employment and consulting services to the Company, he shall not, during the two-year period following the Spin-off (or in the event of Executive’s death during such two-year period, prior to the date of his death), directly or indirectly (except with the prior written consent of the Company): (1) become employed by, a consultant to, a stockholder, partner or owner in, or otherwise affiliated with (collectively, the “Affiliation”) any person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) which, at any time during the Affiliation, whether directly or through its affiliates or associates, (A) owns, acquires, offers to acquire, announces an intention to acquire or agrees to acquire, directly or indirectly, by purchase, gift or otherwise, (i) beneficial or record ownership of more than five percent (5%) of the voting securities of the Company or Spinco or (ii) any of the assets or business of Spinco, the Company or any of their respective subsidiaries, (B) makes, or in any way participates in, directly or indirectly, any solicitation of proxies to vote, or seeks to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or Spinco, (C) initiates any stockholder proposal or the convening of a stockholders’ meeting of or involving the Company or Spinco or any of their respective subsidiaries, (D) enters, agrees to enter, proposes or seeks to enter into any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or Spinco, (E) forms, joins or in any way participates in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or Spinco or (F) otherwise acts, alone or in concert with others, to seek to control or influence the management, board of directors, governing instruments, policies or affairs of the Company or Spinco or any of their respective subsidiaries; (2) advise, assist, encourage or enter into any discussions, negotiations, agreement or understandings with any person with respect to any matters described in (A)-(F) above or (3) himself take any action described in (A)-(F) above. In the event of Executive’s breach of the provisions of this paragraph l(c), Executive agrees that (x) he shal...
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Related to Further Conditions; Clawback

  • Further Conditions The obligations of each of the Agents to purchase Notes pursuant to any Terms Agreement will be subject to the following further conditions: (i) the rating assigned by any nationally recognized securities rating agency to any debt securities or other obligations of the Company as of the date of the applicable Terms Agreement shall not have been lowered since that date nor shall any such rating agency have publicly announced that it has placed any obligations of the Company on what is commonly termed a "watch list" for possible downgrading, and (ii) there shall not have come to such Agent's attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading. If any condition specified in this Section shall not have been fulfilled, this Agreement and any Terms Agreement may be terminated by the Agents by notice to the Company at any time at or prior to the Closing Date or the applicable Settlement Date, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3(g) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 7 and 8 hereof, and the provisions of Sections 9 and 13 hereof shall remain in effect.

  • Other Conditions In addition to conditions precedent contained in Article 8, the obligation of the Agent to issue or to cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Agent:

  • Further conditions precedent The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

  • Other Conditions Precedent Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and 4.1.10 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Mortgagee.

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Further Conditions to Each Loan Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof:

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE The obligation of the Investor hereunder to purchase Shares is subject to the satisfaction, on or before each Closing Date, of each of the following conditions set forth below.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Conditions to Completion In addition to the conditions to completion of the Consolidation set forth in the Memorandum, the obligations of Operating Partnership to consummate the transactions contemplated by this Agreement shall be subject to fulfillment (or waiver by Operating Partnership) at or prior to the Closing of the following conditions:

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