Good Leaver. Notwithstanding the foregoing, subject to the Release Requirement, when a Grantee’s employment with the Company (or an Affiliate of the Company) terminates as a Good Leaver during either the 3rd or 4th Performance Year, any outstanding and unvested PSUs with respect to which the applicable Performance Hurdle for the Performance Year in which termination occurred has not been met as of the termination shall be eligible to vest if the applicable Performance Hurdle is met by the end of the Performance Year. For the avoidance of doubt, with respect to PSUs referenced in the preceding sentence, (i) if the Performance Hurdle is met for the Performance Year of termination, the PSUs eligible to vest in that year shall vest on a prorated basis by multiplying the eligible PSUs by a ratio equal to the number of days the Grantee was employed by the Company (or an Affiliate) during the Performance Year divided by 365, (ii) no PSUs shall be eligible for rollover to the next Performance Year, and (iii) such PSUs shall be deemed vested when, if ever, the applicable Performance Hurdle is met.
Good Leaver. If a Manager is deemed a Good Leaver, the Company or its designee(s) (including but not limited to the AGER Group), shall be entitled (but not obligated) to repurchase, redeem, cancel and/or acquire (a) the vested portion of such Manager's Class B Shares at a price equal to their Fair Market Value, and (b) the unvested portion of such Manager's Class B Shares at a price equal to the lesser of the original subscription cost and their Fair Market Value.
Good Leaver. If the Shareholder’s Employment is terminated and the Shareholder is a Good Leaver, ATDS, the Company (or its designee) shall have the option, but not the obligation, to repurchase such portion of the Shareholder’s Shares as is determined in accordance with the table below at a price per Share equal to the purchase price of such Share (calculated by dividing the Purchase Price for all Shares by the number of Shares being acquired pursuant to this clause) as of the date such Shareholder is provided with a written notice requiring the repurchase of his Shares. Such consideration may at the election of the Company be satisfied by a waiver of all or part of the Shareholder’s outstanding obligations under the Promissory Note. Date on which the Shareholder’s Employment terminates if he is a Good Leaver % of Shareholder’s Shares ATDS, the Company (or its designee) may repurchase On or before the first anniversary of the Anniversary Date 100% After the first anniversary of the Anniversary Date but on or before the second anniversary of the Anniversary Date 75% After the second anniversary of the Anniversary Date but on or before the third anniversary of the Anniversary Date 50% After the third anniversary of the Anniversary Date but on or before the fourth anniversary of the Anniversary Date 25%
Good Leaver. If the Executive is a Good Leaver, then at any time on or after the Executive’s Termination Date, the Company or the Xxxx Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and, subject to the proviso below in this Section 9(b)(i), the entire portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv), provided that, the Executive (or any of his Permitted Transferees, if applicable) shall be permitted for a period of 12 months from the Executive’s Termination Date (the “Post Termination Period”) to retain any of the Unvested Performance Vesting Incentive Securities (the “Unvested Post-Termination Securities”). If during the Post Termination Period, the Performance Threshold is achieved in connection with a Change in Control or Public Offering, the Unvested Post-Termination Securities shall become Vested Securities (and shall, for the avoidance of doubt, be treated as Vested Securities for all purposes of this Agreement). If, however, the Performance Threshold is not achieved during the Post Termination Period, after the expiration of such period, the Unvested Post-Termination Securities shall no longer be capable of vesting and may be purchased at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv).
Good Leaver. If the Executive’s Termination is the result of (A) the Executive’s Termination by the Company and its Subsidiaries without Cause, (B) the Executive’s death or Disability, (C) the Executive’s Termination for Good Reason or (D) the Executive’s Termination without Good Reason after the third anniversary of the Closing, the Company or the Xxxx Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and the portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 8(iv).
Good Leaver. The Articles of Association, in accordance with the Spanish Civil Code provide the relevant procedure, conditions and obligations in case a Shareholder voluntary offers his Shares for sale. Any future shareholder is obliged to enter into this agreement in respect of any acquisition of less than 100% of the outstanding share capital of the Company.
Good Leaver. 6.4.1 A Shareholder becomes a “Good Leaver” if his professional relationship is terminated during the Vesting Period in circumstances where he is not a Bad Leaver. If the Shareholder becomes a Good Leaver, the Company may request the Shareholder to transfer all his unvested Shares back free of charge. In addition, in such case the Company may request such Shareholder to transfer also his vested Shares back, but such transfer shall be made against payment of fair value for such Shares. Unvested Shares shall comprise 100% of the Shareholder’s Shares, in case the Shareholder becomes a Good Leaver before the 1st anniversary of the Effective Date and the following percentage of the Shareholder’s Shares, in case the Shareholder becomes a Good Leaver after the 1st anniversary of the Effective Date: 100 - ((1/48x100) x NM) where NM is the number of full calendar months from the Effective Date until the date on which the Shareholder becomes a Good Leaver.
Good Leaver. Subject to Section 1.1(c)(iv) and Section 1.1(c)(v), if any Founder is terminated by Purchaser, the Company or their respective successors or Affiliates without Cause or resigns with Good Reason, the PPS Agent shall promptly instruct the Escrow Agent (with a copy to Purchaser) to remove the Applicable Distribution Amount from the Goodwill Escrow Fund and deposit the Applicable Distribution Amount in the Pending Goodwill Escrow Distribution Fund. Subject to Section 1.1(c)(v), if any Founder experiences death or Permanent Disability, Purchaser and the PPS Agent shall jointly instruct the Escrow Agent to distribute the Applicable Distribution Amount to PPS within eight days of such event and, upon such distribution, the Goodwill Escrow Fund shall be reduced by the Applicable Distribution Amount.
Good Leaver. If clause 10.1(a)(i) applies and the Defaulting Shareholder (or the Defaulting Shareholder's Relevant Employee) is a Good Leaver, the Defaulting Shareholder will be entitled to receive the price per share determined as follows:
(i) (founder Shareholder ceasing employment before 14 June 2026) in the case of a Defaulting Shareholder who (or whose Relevant Employee, as applicable) ceases to be an employee of a Group Entity or a Director before 14 June 2026 and was a Shareholder on 15 December 2015 (unless the Board has otherwise determined to exempt the Defaulting Shareholder from this requirement):
(A) if the Defaulting Shareholder elects by written notice to participate at any available Secondary Market Facility prior to 14 June 2026, the price at which Shares are traded at that Secondary Market Facility;
(B) if the Defaulting Shareholder holds any Compulsory Transfer Shares as at 14 June 2026, then:
(1) for one-third of those Shares, the price at which Shares are traded at the first available Secondary Market Facility after 14 June 2026,
(2) for one-third of those Shares, the price at which Shares are traded at the first available Secondary Market Facility after 14 June 2027, and
(3) for one-third of those Shares, the price at which Shares are traded at the first available Secondary Market Facility after 14 June 2028, unless the Defaulting Shareholder elects to sell any Compulsory Transfer Shares at an earlier Secondary Market Facility, in which case the price at which Shares are traded at that Secondary Market Facility; or.
(ii) (other instances) in the case of a Defaulting Shareholder who (or whose Relevant Employee, as applicable):
(A) was a Shareholder on 15 December 2015 and ceases to be an employee of a Group Entity or a Director on or after 14 June 2026; or
(B) was not a Shareholder as at 15 December 2015 and ceases to be an employee of a Group Entity or a Director at any time:
(1) for one-third of the Compulsory Transfer Shares, the price at which Shares are traded at the first available Secondary Market Facility after the Determination Date,
(2) for one-third of the Compulsory Transfer Shares, the price at which Shares are traded at the first available Secondary Market Facility after the second anniversary of the Determination Date, and
(3) for one-third of the Compulsory Transfer Shares, the price at which Shares are traded at the first available Secondary Market Facility after the fourth anniversary of the Determination Date, unless the Defaulti...
Good Leaver on termination of Xxxx for any reason other than for cause under Clause 42(a) above, or in the event of Joel’s full resignation from the Company:
i. Xxxx shall be entitled to retain the Vested Shares and fifty per centum (50%) of the Restricted Shares outstanding as at his/her final date of employment with the Company, and any subsequent transfers of such Vested Shares and Restricted Shares shall be in accordance with the terms of this Agreement (for the avoidance of doubt, the Restricted Shares will thereafter no longer be subject to vesting or the restrictions set out in this Clause); and
ii. the remaining fifty per cent (50%) of the Restricted Shares shall be forfeited and transferred to FCSB, at the price which the Restricted Shares were first obtained by Xxxx.
