Heska Performance Call Option Sample Clauses

Heska Performance Call Option. Commencing on the date immediately after the expiration of a Cuattro Performance Put Period, and ending on the date that is 90 days thereafter (each, a “Heska Performance Call Period”), (y) if the Audit Report for the corresponding Performance Year finds that a Performance Condition B exists for such Performance Year, and (z) the Member Representative has not exercised a Cuattro Performance Put Option causing Heska to purchase all, but not less than all, of the Units owned by the Continuing Members, then Heska shall have the right, but not the obligation, to purchase from the Continuing Members all, but not less than all, of the Units owned by the Continuing Members (the “Heska Performance Call Units”), of each ratably in proportion to the Continuing Member Percentage, subject to the provisions of this Section 9.05(g) (the “Heska Performance Call Option”). (i) If Heska desires to exercise the Heska Performance Call Option, it shall give written notice thereof to the Member Representative at any time during the Heska Performance Call Period (the “Heska Performance Call Notice”). The Heska Performance Call Notice shall specify (A) the date thereof and (B) a calculation of the Heska Performance Call Price. The Heska Performance Call Notice shall form a legally valid and binding contract between each of the Continuing Members and Heska for the purchase and sale of the Heska Performance Call Units on the terms and conditions hereof. (ii) Pursuant to the Heska Performance Call Option, Heska shall purchase all of the Heska Performance Call Units for an aggregate purchase price (the “Heska Performance Call Price”) equal to the Option Price multiplied by 1.15; plus an amount equal to 25% of the Company’s Cash on Hand at the end of the corresponding Performance Year (as reflected in the Audit Report). (iii) The Heska Performance Call Price shall be payable to the Continuing Members, in Heska’s sole and absolute discretion, in either (y) cash or, if the Share Delivery Price is equal to or greater than NASDAQ Official Close Price of Heska Common Stock at the Agreement Date, (z) cash and shares of Heska Common Stock; provided, that: (A) no more than 55% of the Heska Performance Call Price shall be comprised of Heska Common Stock; (B) the number of shares of Heska Common Stock to be paid shall not exceed the number of shares of Heska Common Stock that Heska may issue without stockholder approval pursuant to (1) federal securities laws and the rules and regulations promu...
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Related to Heska Performance Call Option

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • 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.

  • Ongoing Performance Measures The Department intends to use performance-reporting tools in order to measure the performance of Contractor(s). These tools will include the Contractor Performance Survey (Exhibit H), to be completed by Customers on a quarterly basis. Such measures will allow the Department to better track Vendor performance through the term of the Contract(s) and ensure that Contractor(s) consistently provide quality services to the State and its Customers. The Department reserves the right to modify the Contractor Performance Survey document and introduce additional performance-reporting tools as they are developed, including online tools (e.g. tools within MFMP or on the Department's website).

  • 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.

  • Performance Share Award If your Award includes a Performance Share Award, and you voluntarily terminate your employment prior to the end of the Performance Period, you will forfeit your entire Performance Share Award. 

  • Performance Delay Time is of the essence in the Vendor’s performance of this Agreement. If at any time it appears to Vendor that it may not meet any of the performance schedules or the scheduled completion date of the services to be performed for any reason, including labor disputes, Vendor shall immediately by verbal means (to be confirmed in writing) notify Customer of the reasons for and the estimated duration of such delay. If requested by Customer, Vendor shall make every effort to avoid or minimize the delay to the maximum extent possible including the expenditure of premium time. Any additional cost caused by these requirements of Customer shall be borne by Vendor, unless the delay in performance arises out of causes beyond the control and without the fault or negligence of Vendor or its subcontractors within the meaning of the Cancellation- Default clause herein. The foregoing requirements are in addition to any of Customer’s other rights and remedies as may be provided by law or this Agreement.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

  • Performance Period This Agreement shall be performed during the period which begins Oct 01 2020 and ends Sep 30 2022. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 14, which shall be fully executed by both parties to this Agreement.

  • PERFORMANCE OBJECTIVES 4.1 The Performance Plan (Annexure A) sets out- 4.1.1 the performance objectives and targets that must be met by the Employee; and 4.1.2 the time frames within which those performance objectives and targets must be met. 4.2 The performance objectives and targets reflected in Annexure A are set by the Employer in consultation with the Employee and based on the Integrated Development Plan, Service Delivery and Budget Implementation Plan (SDBIP) and the Budget of the Employer, and shall include key objectives; key performance indicators; target dates and weightings. 4.2.1 The key objectives describe the main tasks that need to be done. 4.2.2 The key performance indicators provide the details of the evidence that must be provided to show that a key objective has been achieved. 4.2.3 The target dates describe the timeframe in which the work must be achieved. 4.2.4 The weightings show the relative importance of the key objectives to each other. 4.3 The Employee’s performance will, in addition, be measured in terms of contributions to the goals and strategies set out in the Employer’s Integrated Development Plan.

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