Last Match Right Sample Clauses

Last Match Right. (a) Prior to the Offeror Transferring the Sale Interest in accordance with Clause 21.6, the Offeror shall give to the Offeree a further written notice of such proposed Transfer ("Third Party Notice"). (b) The Third Party Notice shall state the name of the proposed purchaser and of the Persons who control such purchaser as well as the material terms and conditions of the proposed sale. (c) The Offeree shall then be given the option, exercisable by giving notice ("Exercise Notice") to the Offeror within 30 days following service of the Third Party Notice ("Exercise Period"), to take a Transfer of the Sale Interest on substantially the same terms and conditions as set out in the Third Party Notice (i.e. any non-cash equivalent consideration will be assigned a monetary value by mutual agreement or, in the absence of mutual agreement, by the Auditor) provided, however, that the Offeree shall not be required to satisfy any term or condition which cannot readily be satisfied by reason of circumstances specially applicable to the proposed purchaser. (d) If the Offeree exercises this option to take such Transfer, then such Transfer shall be completed within 30 days of the Exercise Notice. (e) If the Offeree does not elect to take such Transfer of the Sale Interest within the Exercise Period or fails to take such Transfer within the 30 day period specified in paragraph (d), the Offeror shall be free to Transfer the Sale Interest in accordance with Clause 21.6 but only to the proposed purchaser and upon substantially the same terms and conditions stated in the Third Party Notice and the Joint Venturers shall comply with Clause 33.3. (f) The following procedures shall apply to any assessment by the Auditor under paragraph (c): (i) either Joint Venturer may refer the assessment of the monetary value to the Auditor if agreement cannot be reached within 15 days following service of the Exercise Notice; (ii) the Joint Venturers shall provide all information and documents within their possession or control reasonably requested by the Auditor to enable it to make the assessment; and (iii) the Auditor shall act as an expert and not as an arbitrator, its determination shall be final and binding on the parties (save for manifest error) and its costs shall be borne equally by the Joint Venturers.
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Related to Last Match Right

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  • Dividend Equivalent Rights In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

  • 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. 

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  • Service Award Named Plaintiff may apply to the Court for a service award of up to ten thousand dollars ($10,000). Subject to the Court’s approval, the service award shall be paid from the Settlement Fund ten (10) days after the Effective Date.

  • 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.

  • Deferral Account Crediting. The Company shall establish a Deferral Account on its books for the Director, and shall credit to the Deferral Account the following amounts:

  • Long-Term Incentive Award During the Term, Executive shall be eligible to participate in the Company’s long-term incentive plan, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

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  • Performance Incentive 4.10.1 If the Seller delivers Coal to the Purchaser in excess of ninety percent (90%) of the ACQ in a particular Year, the Purchaser shall pay the Seller an incentive (“Performance Incentive”/ “PI”), to be determined as follows: PI = P x Additional Deliveries x Multiplier Where: PI = The Performance Incentive payable by the Purchaser to the Seller P = The Base Price of Highest Grade, as shown in Schedule II Additional Deliveries = Quantity [in tonnes] of Coal delivered by the Seller in the relevant Year in excess of 90% of the ACQ. Multiplier shall be 0.15 for Additional Deliveries between 90%-95% of ACQ and 0.30 for Additional Deliveries in excess of 95% of ACQ. 4.10.2 With respect to part of a Year in which the term of this Agreement begins or ends, the relevant quantities in Clause 4.10.1, except the Multiplier, shall apply pro-rata. 4.10.3 Within thirty (30) days of expiry of a Year, the Seller shall submit an invoice to the Purchaser with respect to the PI payable in terms of Clause 4.10.1 and the Purchaser shall pay the amount so due within thirty (30) days of the receipt of the invoice. In the event of non-payment of PI by the due date, the Seller shall have the right to suspend Coal supplies without absolving the Purchaser of its obligations under this Agreement.

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