LEAVER PROVISIONS Clause Samples

Leaver provisions define the rights and obligations of shareholders or employees who leave a company, particularly regarding their shares or equity interests. These provisions typically distinguish between 'good leavers' (such as those departing due to retirement or redundancy) and 'bad leavers' (such as those dismissed for misconduct), with different consequences for each, such as the price at which their shares may be bought back by the company. The core function of leaver provisions is to protect the company and remaining shareholders by ensuring that equity remains with active participants and by discouraging undesirable departures or behavior.
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LEAVER PROVISIONS. 7.1 If the Shareholder’s Employment with the Company or any member of the Company’s group terminates for any reason, ATDS, the Company (or its designee) shall have the right, but not the obligation, to repurchase all or any portion of the Shareholder’s Shares at the applicable repurchase price, within thirty (30) days of the event, as follows:
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LEAVER PROVISIONS. 5.1 If ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ is no longer an employee of TML or 10M or any member of the Buyer's Group on the Relevant Date, then unless he is a Good Leaver, the amount of the Earn-out Payment to which he is entitled will be zero and the amount payable to the other Sellers will not be increased accordingly. 5.2 If ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ is no longer an employee of TML or 10M or any member of the Buyer's Group on the Relevant Date, then unless he is a Good Leaver, the amount of the Earn-out Payment to which he is entitled will be zero and the amount payable to the other Sellers will not be increased accordingly. 5.3 If Alderbrook Consultancy Limited (company number: 8998880) (“Alderbrook”) is no longer a consultant of the relevant Company or any member of the Buyer's Group or if ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ is no longer engaged by Alderbrook on the Relevant Date, then unless ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ is a JG Good Leaver the amount of the Earn-out Payment to which ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ is entitled will be zero and the amount payable to the other Sellers will not be increased accordingly. 5.4 For the purpose of this paragraph 5 and paragraph 1.13 of Part C of this Schedule:-
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LEAVER PROVISIONS. 5.7.1 In the event that any Limited Partner becomes a Leaver (whether such Limited Partner is classified as a Good Leaver or Bad Leaver), such Limited Partner shall no longer receive any new allocations of Carry Profit Points in respect of any Annual Pool and such Limited Partner's Carry Profit Points in respect of any Annual Pools in which the relevant Limited Partner is participating shall be subject to reduction or forfeiture in accordance with this Clause 5.7. Subject to Clause 5.7.2, upon the complete liquidation of all Investments held within any Annual Pool in which the relevant Limited Partner who is a Leaver is participating, such Limited Partner shall cease to be a Partner in the Partnership and shall not be entitled to further distributions of Carry Profits. 5.7.2 In the event that a Limited Partner becomes a Leaver in circumstances constituting him as a Bad Leaver, the relevant Limited Partner shall immediately forfeit all Carry Profit Points held in respect of each Annual Pool in which such Limited Partner is participating (and, for the avoidance of doubt, such Limited Partner shall not be entitled to any further allocation of Carry Profits). In the event that a Leaver is, on his Departure Date (or subsequently) classified as a Bad Leaver, and has his Carry Profit Points forfeited: 5.7.2.1 the relevant Limited Partner shall cease to be a Limited Partner in the Partnership and shall be paid the amount standing to the Credit of his Carry Contribution Account; and 5.7.2.2 the Carry Profit Points allocated to such Limited Partner in respect of each Annual Pool in which he was participating shall be re-allocated according to the provisions of Clause 5.8. 5.7.3 In the event that a Limited Partner becomes a Good Leaver and any of the following circumstances apply: 5.7.3.1 such Limited Partner (or the Related Executive of such Limited Partner) ceases to be an Executive by reason of permanent disability (as determined by the General Partner and Greenhill); 5.7.3.2 subject to Clause 5.9, such Limited Partner (or the Related Executive of such Limited Partner) ceases to be an Executive by reason of death; 5.7.3.3 such Limited Partner (or the Related Executive of such Limited Partner) ceases to be an Executive by reason of Retirement; 5.7.3.4 such Limited Partner (or the Related Executive of such Limited Partner) ceases to be an Executive by reason of termination of employment without Cause (as determined by the General Partner in its sole discretion) with...
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LEAVER PROVISIONS. 8.1. The Parties agree that all the Founders’ Shares held by them on the Effective Date shall be subject to reverse vesting for a period of 4 years (the Vesting Period) starting from the Effective Date. Respectively, 25% of the Shares shall be subject to a 1-year cliff and will be vested after the lapse of 12 months as of the Effective Date, while the remaining 75% of the shares shall vest in equal monthly instalments over the period of next months (so that 100% of the Share would be vested by the end of 36 months period as of the Effective Date). 8.2. Upon the occurrence of a Good Leaver Event during the Vesting Period, the Founders, the Company first or the remaining Shareholders second, shall have the option to acquire all the vested Shares held by the leaving Founder for the Fair Value and (or) all his unvested Shares for the Fair Value with 50% discount. 8.3. Upon the occurrence of a Bad Leaver Event during the Vesting Period, the Company or remaining Shareholders, shall have the option to acquire all respective leaving Founder’s vested Shares and (or) all his unvested Vesting Shares for their nominal value (whereas the option to acquire the Shares of the leaving Founder under Sections 8.2 and 8.3 jointly the Call Option). 8.4. The right to exercise Call Option and to acquire the Shares of the leaving Founder shall be granted to the following persons in the following order of priority: (a) the Founders pro rata to their shareholding on the date of the Call Option notice (for the avoidance of doubt, excluding Shares held by the leaving Founder) in case of a Good Leaver Event. In case of a Bad Leaver Event, all the Shareholders shall have the priority right to acquire the Shares of the leaving Founder pro rata to their shareholding on the date of the Call Option notice; (b) the Company (in which case the Shares will be attributed to the Employee Option Pool); (c) any of the remaining Shareholders pro rata to their shareholding on the date of the Call Option notice. 8.5. The leaving Founder is obliged to notify the other Parties in writing about any leaver event within 10 Business Days as of the occurrence of the leaver event. 8.6. The Shareholders and the Company may express their wish to exercise the Call Option within 6 months from the moment they became aware of the Good Leaver Event or the Bad Leaver Event by providing the Call Option notice to the leaving Founder (with copy to the other Shareholders). In case the Call Option has been exercised by b...
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LEAVER PROVISIONS. 7.1 In the event that the Manager is a Bad Leaver: 7.1.1 the Company’s Supervisory Board will adopt a resolution stating that the Manager is or has become a Bad Leaver; 7.1.2 in the case of the Call Option Shares with respect to which the Tested Share Price has not been yet met – the right of the Manager to receive any further Call Option Shares, pursuant to Clause 2 and 4 will expire and the Manager will no longer be entitled to receive such shares from the Company and will not have the right to any compensation; 7.1.3 in the case of Call Option Shares with respect to which the Tested Share Price has been met, but the Manager has not yet made the decision to request from the Company the transfer thereof pursuant to Clause 4 – the right of the Manager to receive such Call Option Shares will expire and the Manager will no longer be entitled to receive such shares from the Company and will not have the right to any compensation; and 7.1.4 the Manager shall be required to repay to the Company, within 30 (thirty) days from the earlier of (i) the date on which the resolution referred to in Clause 7.1.1 is adopted or (ii) occurrence of a Material Breach with respect to the Manager, in cash an amount equal to the difference between the Tested Share Price for each respective exercised Call Option Tranche and the Exercise Price multiplied by the number of Call Option Shares which the Manager has acquired before the adoption of the resolution referred to in Clause 7.1.1 or occurrence of a Material Breach with respect to the Manager, less any Taxes paid or to be paid by the Manager in relation to the acquisition of the Call Option Shares. 7.2 In the event that the Manager is a Good Leaver: 7.2.1 the Manager shall have the full rights to the Call Option Shares which he has acquired in exercise of any of the Call Option Tranches; 7.2.2 the Manager shall retain his right to acquire the Call Option Shares with respect to which the Tested Share Price has been met and were vested, but the Manager has not yet made the decision to exercise any of the Call Option Tranches; and 7.2.3 the right of the Manager to receive the Call Option Shares, other than those referred to in Clause 7.2.2, will expire, and the Manager will no longer be entitled to receive such shares from the Company without any compensation. 7.3 In case the Manager disagrees with the fact that he has been determined to be a Bad Leaver by the Supervisory Board and any dispute related therewith arises, the Compan...
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LEAVER PROVISIONS. 14.1 For the purposes of this Agreement: 14.1.1 a Manager, who resigns, is dismissed or otherwise ceases to be an employee of the Group is a “Leaver”; 14.1.2 the date on which a Manager gives notice or is given notice of such termination or is put on garden leave (Freistellung) is the “Trigger Date”
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LEAVER PROVISIONS. 3.1 In the event that the legal and/or beneficial title in any of the B Ordinary Shares is transferred as a result of the Leaver Provisions following the date of this Deed and prior to Completion (the operation of which shall not, for the avoidance of doubt, require any consent from the Buyer): 3.1.1 the legal and/or beneficial title (as applicable) to such B Ordinary Shares shall be transferred in accordance with the applicable Leaver Provisions and on the condition that the transferee of such B Ordinary Shares shall sell such B Ordinary Shares to the Buyer and assume the obligations of the relevant transferor pursuant to this Deed and the relevant provisions of this Deed shall be deemed updated mutatis mutandis, provided that any such transfer shall be conditional upon the transferee executing a Deed of Adherence, unless they are already a party to this Deed; and the Completion Statement (if already in issue) shall be amended and redelivered to the Buyer by the Investor Sellers to reflect such transfer and the Completion Statement as amended and redelivered shall then constitute the Completion Statement for the purposes of this Deed. EXECUTED AND DELIVERED by the parties as a Deed EXECUTED as a DEED by CASUALTY HOLDING LIMITED acting by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Director In the presence of: Name of witness: [Redacted.] Signature of witness: /s/ [Redacted.] Address: [Redacted.] Occupation: [Redacted.] EXECUTED as a DEED by ) CDP INVESTISSEMENTS INC. ) acting by ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Authorised Signatory ) ) /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Authorised Signatory EXECUTED as a DEED by INS-UK PREMIUM S.à ▇.▇. acting by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Manager A /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Manager B EXECUTED as a DEED by BRIDGE (CAYMAN) HOLDINGS LTD. acting by ▇▇▇▇▇ ▇▇▇▇▇▇, a director and authorised signatory being a person who, in accordance with the Laws of the territory in which the company is incorporated is acting under the authority of the company ) ) ) )
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LEAVER PROVISIONS. (in case Recipient’s employment is terminated prior to the Vesting Date as described in Article 2.8)
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Related to LEAVER PROVISIONS

  • Other Provisions (i) The Obligor covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number of shares of the Common Stock as shall (subject to any additional requirements of the Obligor as to reservation of such shares set forth in this Debenture) be issuable (taking into account the adjustments and restrictions of Sections 2(b) and 3(c)) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Obligor covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable and, if the Underlying Shares Registration Statement has been declared effective under the Securities Act, registered for public sale in accordance with such Underlying Shares Registration Statement. (ii) Upon a conversion hereunder the Obligor shall not be required to issue stock certificates representing fractions of shares of the Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Closing Bid Price at such time. If the Obligor elects not, or is unable, to make such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock. (iii) The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Obligor shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such Debenture so converted and the Obligor shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Obligor the amount of such tax or shall have established to the satisfaction of the Obligor that such tax has been paid. (iv) Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Obligor 's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. (v) In addition to any other rights available to the Holder, if the Obligor fails to deliver to the Holder such certificate or certificates pursuant to Section 3(a)(i) by the fifth (5th) Trading Day after the Conversion Date, and if after such fifth (5th) Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Obligor shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder anticipated receiving from the conversion at issue multiplied by (2) the market price of the Common Stock at the time of the sale giving rise to such purchase obligation and (B) at the option of the Holder, either reissue a Debenture in the principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Obligor timely complied with its delivery requirements under Section 3(a)(i). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with respect to which the market price of the Underlying Shares on the date of conversion was a total of $10,000 under clause (A) of the immediately preceding sentence, the Obligor shall be required to pay the Holder $1,000. The Holder shall provide the Obligor written notice indicating the amounts payable to the Holder in respect of the Buy-In.

  • Charter Provisions Each Seller Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Seller Entity or restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of any Seller Entity that may be directly or indirectly acquired or controlled by them.