Pro-rata Forfeiture Sample Clauses

Pro-rata Forfeiture. If the underwriters of the IPO fail to exercise any portion or all of the over-allotment option granted to them within 30-days of the effective date of the Company’s Registration Statement, then Subscriber shall automatically forfeit up to 45,000 shares of Common Stock purchased hereunder, such that Subscriber, together with the officers, directors and sponsor of the Company, shall, in the aggregate, beneficially own no greater than 20% of the Common Stock of the Company issued and outstanding pursuant to this Agreement and the Company’s IPO (but not including shares of Common Stock underlying warrants).
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Pro-rata Forfeiture. If the underwriters of the IPO fail to exercise any portion or all of the over-allotment option granted to them prior to the expiration of such option, then Purchaser shall automatically forfeit up to 3,750 Units (based upon the percentage of the over-allotment option not exercised by the underwriters of the IPO), such that Purchaser and any transferees of any of the Units purchased by Purchaser hereunder shall, in the aggregate, beneficially own no greater than 0.20% of the total number of Units of the Company issued and outstanding pursuant to the Securities Subscription Agreement dated February 7, 2008, between the Company and the Seller and the Company’s IPO.
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Pro-rata Forfeiture. If the underwriters of the IPO fail to exercise any portion or all of the over-allotment option granted to them within 30-days of the effective date of the Company’s Registration Statement, then Subscriber shall automatically forfeit to the Company, at no cost, the number of Shares held by Subscriber determined by multiplying the number of Shares held by the individual by a fraction (i) the numerator of which is 468,750 minus the number of Shares purchased by the underwriter upon the exercise of their over-allotment and (ii) the denominator of which is 468,750.
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Pro-rata Forfeiture. Subscriber hereby acknowledges and agrees that up to 375,000 of the 2,875,000 Units are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised, either partially or fully, as set forth in Section 4.4.
Sample 1
Pro-rata Forfeiture. If the underwriters of the IPO fail to exercise any portion or all of the over-allotment option granted to them prior to the expiration of such option, then Subscriber shall automatically forfeit up to 375,000 Units purchased hereunder (based upon the percentage of the over-allotment option not exercised by the underwriters of the IPO), such that Subscriber and any transferees of any of the Units purchased by Subscriber hereunder shall, in the aggregate, beneficially own no greater than 20% of the Units of the Company issued and outstanding pursuant to this Agreement and the Company’s IPO.
Sample 1
Pro-rata Forfeiture. Subscriber hereby acknowledges and understands that 195,000 of the 1,625,000 Shares being offered herein are subject to partial or complete forfeiture in the event that the underwriters’ over-allotment option is not exercised, either partially or fully, as set forth in Section 3.4 herein.
Sample 1
Pro-rata Forfeiture. The Losses to be satisfied pursuant to each subparagraph of paragraph (i) above will be shared among the holders of Contingent Options or holders of Contingent Restricted Stock, as the case may be, on a pro rata basis (based upon their then-existing, relative holdings) among the individuals in each such group.
Sample 1
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Related to Pro-rata Forfeiture

  • Term; Forfeiture a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Participant’s Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur:

  • Clawback/Forfeiture (i) Notwithstanding anything to the contrary contained herein, in the event of a material restatement of the Company’s issued financial statements, the Committee shall review the facts and circumstances underlying the restatement (including, without limitation any potential wrongdoing by the Participant and whether the restatement was the result of negligence or intentional or gross misconduct) and may in its sole discretion direct the Company to recover all or a portion of any income or gain realized on the settlement of the RSUs or the subsequent sale of shares of Stock acquired upon settlement of the RSUs with respect to any fiscal year in which the Company’s financial results are negatively impacted by such restatement. If the Committee directs the Company to recover any such amount from the Participant, then the Participant agrees to and shall be required to repay any such amount to the Company within 30 days after the Company demands repayment. In addition, if the Company is required by law to include an additional “clawback” or “forfeiture” provision to outstanding awards, under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or otherwise, then such clawback or forfeiture provision shall also apply to this Agreement as if it had been included on the Date of Grant and the Company shall promptly notify the Participant of such additional provision. In addition, if a Participant has engaged or is engaged in Detrimental Activity after the Participant’s employment or service with the Company or its subsidiaries has ceased, then the Participant, within 30 days after written demand by the Company, shall return any income or gain realized on the settlement of the RSUs or the subsequent sale of shares of Stock acquired upon settlement of the RSUs.

  • Vesting; Forfeiture Subject to the terms and conditions of this Agreement and provided that the Participant continues to provide services until the Vesting Date (as defined below):

  • Special Forfeiture/Repayment Rules For so long as Awardee continues as an Employee with the CareFusion Group and for three years following Termination of Employment regardless of the reason, Awardee agrees not to engage in Triggering Conduct. If Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of “Competitor Triggering Conduct” set forth in Paragraph 4 above, then:

  • Restrictions; Forfeiture The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in Section 5 or 6 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

  • Forfeiture Upon the earlier to occur of the expiration and termination of the Underwriters’ over-allotment option, the Company shall cancel or otherwise effect the forfeiture of Founder Shares from the Sponsor, in an aggregate amount equal to the number of Founder Shares determined by multiplying (a) 937,500 by (b) a fraction, (i) the numerator of which is 3,750,000 minus the number of Option Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,750,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture of the Founder Shares pursuant to this Section 4(jj).

  • FORFEITURE ALLOCATION Subject to any restoration allocation required under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are optional in addition to (a) or (b))

  • Risk of Forfeiture Participant shall immediately forfeit all rights to any shares of the Restricted Stock which have not vested and with respect to which the restrictions thereon have not lapsed in the event of the termination, resignation, or removal of Participant from Employment with the Company or any Affiliate under circumstances that do not cause Participant to become fully vested, and the restrictions on such shares of Restricted Stock to lapse, under the terms of the Plan.

  • Forfeiture of RSUs If you (a) breach any restrictive covenant (which, for the avoidance of doubt, includes any non-compete, non-solicit, non-disparagement or confidentiality provisions) contained in any arrangements with the Company (including your Employment Agreement and the confidentiality covenant contained in Section 10(c) hereof) to which you are subject or (b) engage in fraud or willful misconduct that contributes materially to any financial restatement or material loss to the Company or any of its Subsidiaries, your rights with respect to the RSUs shall immediately terminate, and you shall be entitled to no further payments or benefits with respect thereto and, if the RSUs are vested and/or settled, the Company may require you to forfeit or remit to the Company any amount payable, or the after-tax net amount paid or received by you, in respect of any RSUs; provided, however, that (i) the Company shall make such demand that you forfeit or remit any such amount no later than six months after learning of the conduct described in this Section 4 and (ii) in cases where cure is possible, you shall first be provided a 15-day cure period to cease, and to cure, such conduct.

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

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