Right of Recapture. If Xxxxxx agrees to assign this Lease or to sublet all or any portion of the Premises, Tenant shall deliver to Landlord executed counterparts of any such agreement and all ancillary agreements with the proposed assignee or subtenant prior to the effective date thereof (the “Effective Date”). Landlord shall have the right to do any of the following by giving Xxxxxx written notice thereof within thirty (30) days after receiving all of the foregoing documents:
1. With respect to a proposed assignment of this Lease or a proposed subletting of the entire Premises, Landlord shall have the right to terminate this Lease on the Effective Date as if such date were the expiration date of the Lease Term; and
2. With respect to a proposed subletting of less than the entire Premises, Landlord shall have the right to terminate this Lease as to the portion of the Premises affected by such subletting on the Effective Date as if such date were the expiration date of the Lease Term, in which case Tenant shall promptly execute and deliver to Landlord an appropriate amendment of this Lease and other documentation in form satisfactory to Landlord in all respects. If Landlord terminates this Lease as to only a portion of the Premises pursuant to this Section 13.3, then the Minimum Annual Rent and additional rent shall be adjusted by Landlord in proportion to the area of the Premises affected by such partial termination. If Landlord exercises any of its rights under this Section 13.3, Landlord may thereafter lease the Premises or any portion thereof to Tenant’s proposed assignee or subtenant, as the case may be, without any liability to Tenant. If Landlord does not exercise its rights under this Section 13.3 within such thirty (30) day period, such rights shall be deemed waived, but Tenant shall nevertheless be required to fulfill all of the other requirements of this Lease, including Tenant’s obligation to obtain Landlord’s consent to such proposed assignment or sublease pursuant to this Article XIII. Xxxxxxxx’s rights under this Section 13.3 shall apply to any further subletting or assignment notwithstanding Landlord’s consent to any proposed assignment or sublease. If Tenant subleases or assigns any interest in the Premises without the consent of Landlord as required herein, Landlord shall be entitled, without waiving any of Landlord’s other rights or remedies hereunder, to all economic consideration received by Xxxxxx as a result thereof.
Right of Recapture. In the event that (x) within one year after termination of this Agreement and Executive’s employment for any reason the Company determines that prior to such termination he engaged in any activity which would have constituted a basis for termination by the Company for Cause while employed by the Company or (y) Executive breaches the restrictive covenants of Section 8, then:
(i) the Company shall have no further obligations to pay the lump sum severance payment or to continue providing Executive and his spouse and dependents with health and other welfare benefits, as provided in paragraph (c) above, if such termination was by the Company without Cause or by the Executive for Good Reason;
(ii) upon written notice to Executive from the Company, Executive shall pay to the Company within ten (10) business days any lump severance payment received by Executive pursuant to paragraph (c) above, and
(iii) if Executive has exercised any stock options granted to him by the Company, Executive shall pay to the Company within ten (10) business days after written notice from the Company the difference between (A) the aggregate fair market value on the date (or dates) of exercise of the shares subject to stock options which were exercised by Executive on or after the date which is one (1) year prior to Executive’s termination of employment and (B) the aggregate exercise price of such stock options. Notwithstanding anything contained herein, this paragraph shall not apply to any breach of the provisions of Section 8(a) unless there has been substantial damage to the Company. For purposes of this paragraph, “fair market value” on any date means the per share closing price of the Company’s common stock on the Nasdaq Stock Market on that date (or, if there was no reported closing price on that date, on the last preceding date on which the closing price was reported) or, if the Company is not then listed on the Nasdaq Stock Market, as determined by the Board in good faith.
Right of Recapture. In addition to and without limitation upon, the ------------------ other rights of Lessor in the event of a proposed Transfer by Lessee pursuant to this Article 13, in the event of a proposed Transfer by Lessee, Lessor may elect (by written notice delivered to Lessee within thirty (30) days following Lessee's submission to Lessor of all information required pursuant to subsection 13.d. above) to terminate this Lease effective as of the date Lessee proposes to enter into such Transfer (or in the case of a proposed Transfer of less than all of the Premises, terminate this Lease as to the portion of the Premises proposed to be Transferred as of the date of such proposed Transfer); provided that Lessee shall have the right to nullify such an election to terminate by Lessor pursuant hereto by withdrawing such request for a proposed Transfer within fifteen (15) days following Lessee's receipt of such termination notice from Lessor. Except as expressly provided in the immediately preceding sentence, nothing contained in this Article shall be deemed to nullify Lessor's right to elect to terminate this Lease in accordance with this subsection 13.g. including, but not limited to, Lessor's failure to exercise the right to terminate this Lease with respect to any previous Transfer. Further, Lessee understands and acknowledges that Lessor's option to terminate this Lease rather than approve a proposed Transfer is a material inducement for Lessor's agreeing to lease the Premises to Lessee upon the terms and conditions herein set forth and is deemed a reasonable limitation upon Lessee's right to enter into a Transfer.
Right of Recapture. At any time within thirty (30) days after Landlord's receipt of the information specified in Section 12.1 above, Landlord may, by written notice to Tenant, elect (i) to sublease the Property or the portion thereof proposed to be subleased by Tenant, or to take an assignment of Tenant's estate hereunder or such part thereof as shall be specified in said notice, on the same terms and conditions as those contained in said notice; or (ii) to participate with Tenant in any payments (including, but not limited to, rent, security deposit and operating expenses) received by Tenant from any assignee or subtenant in excess of the payments made by Tenant to Landlord hereunder, which election shall entitle Landlord to fifty percent (50%) of such excess, which shall be paid to Landlord within five (5) days after receipt by Tenant. If Landlord does not exercise either of the options set forth in this Section 12.5 within said thirty (30) day period, Tenant may within ninety (90) days after the expiration of said thirty (30) day period enter into a valid assignment or sublease of the Property or portion thereof upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Section 12.1 above, subject, however, in each instance, to Landlord's consent as set forth in Section 12.1 above.
Right of Recapture. Effective January 1, 2010 and subject to the terms of this section 5A but otherwise notwithstanding any other provision of this Agreement or the terms of any compensation arrangement, plan or program, Executive shall pay the Company a sum equal to the Recapture Amount if, and to the extent that, (i) payment of Incentive Compensation is or was contingent upon the achievement of one or more specified financial performance targets and (ii) the amount of such Incentive Compensation is, or would have been, affected by a Mandatory Restatement that the Company is required to implement that results directly from Executive’s fraudulent or knowing, intentional misconduct.
Right of Recapture. Despite any other provision of this Lease, Tenant shall notify Landlord in writing (Availability Notice) if Tenant wishes to transfer the Premises or any portion thereof (Subject Space). If Tenant does not give Landlord the Availability Notice before delivering a Transfer Notice, the Transfer Notice shall also be the Availability Notice. Landlord has the option, by written notice to Tenant (Recapture Notice) within thirty
Right of Recapture. Despite any other provision of this Lease, Tenant shall notify Landlord in writing (Availability Notice) if Tenant wishes to transfer the Premises or any portion thereof (Subject Space). If Tenant does not give Landlord the Availability Notice before delivering a Transfer Notice, the Transfer Notice shall also be the Availability Notice. Landlord has the option, by written notice to Tenant (Recapture Notice) within thirty (30) days after receiving any Availability Notice, to recapture the Subject Space as described in the next section. A timely Recapture Notice terminates this Lease as to the Subject Space and Tenant’s obligations regarding the remaining term of this Lease (or, at Landlord’s election, for a shorter period specified in the Availability Notice as the term of the Transfer) and as of the date specified in the Availability Notice. The Recapture Notice shall be void, however, if Tenant notifies Landlord, within thirty (30) days after receipt of the Recapture Notice, that Tenant withdraws the Availability Notice or Transfer Notice. If Landlord declines or fails timely to elect to recapture the Subject Space, Landlord shall have no further right under this section to the Subject Space unless it becomes available again after Transfer by Tenant.
Right of Recapture. In addition, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this subparagraph, the Term shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been the Expiration Date. If Landlord recaptures only a portion of the Premises under this subparagraph, the Base Rent during the remainder of the Term shall xxxxx proportionately based on the Base Rent payable hereunder as of the date immediately prior to such recapture.
Right of Recapture. If at any time after the date on which any Units become vested or Shares are issued due to the attainment of a Performance Goal, the Committee determines that the earlier determination as to the achievement of the Performance Goal was based on false or misleading data and that the Performance Goal had not been achieved or had been achieved to a lesser extent than originally determined, then any Units or portion of any Units that became vested based on such false or misleading data shall be deemed to be not vested and the Grantee shall be obligated to return to the Company and the Committee may attempt to recover any transfer of Shares made to the Grantee with respect to such Units.
Right of Recapture. If at any time within six months after the date on which the Employee exercises the Option: (a) there is a Termination of Employment for Cause (or, if still employed by the Company, engages in any activity that would constitute a basis for a Termination of Employment for Cause); or (b) the Employee engages in any activity determined in the discretion of the Company to be Competitive Activity, then any gain realized by the Employee from the exercise of the Option (“Gain”) shall be paid by the Employee to the Company upon notice from the Company. Such Gain shall be determined as of the date of the Option exercise without regard to any subsequent change in the Fair Market Value of a Share (as the difference between the aggregate exercise price of the Option Shares and the Fair Market Value of the Option Shares on their respective Option exercise dates). The Company shall have the right to offset such Gain against any amounts otherwise owed to the Employee by the Company (including, without limitation, against any wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement) to the maximum extent permitted by law.
