Clawback Right definition

Clawback Right has the meaning set forth in Section 5.3(i).

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Clawback Right the right of AB, exercisable by written notice within 28 days after the date on which an individual ceases employment with the AB Group for any reason, to require the individual to pay the EMI Option Clawback Amount or the Good Reason Leaver Clawback Amount, by means of setting off such amount against the after-tax amount of any salary, profit share bonus or other payment due by the AB Group to such individual or from the proceeds of any award over AB Shares held by or beneficially owned by such individual or the sale of AB Shares subject to such award or, in the absence of such set-off being possible, by demanding payment of the EMI Option Clawback Amount or the Good Reason Leaver Clawback Amount in cash within 14 days after notice of such demand is received by the individual;

Clawback Right means the right of a Vendor under the terms of a Royalty Agreement to convert a Royalty in whole or in part into some other interest, including: (i) a direct or indirect interest in the Property to which the Royalty applies; (ii) an equity interest in an Operator of a Property to which the Royalty applies or in an Affiliate of such Operator; or (iii) an exploration commitment from an Operator of the Property to which the Royalty applies or from an Affiliate of such Operator;

Examples of Clawback Right in a sentence

• Notwithstanding anything herein to the contrary, the Clawback Right shall be applicable to the Grantee only if the Grantee has been granted 100 or more Shares hereunder.

• The Clawback Right granted under this Section may be exercised by a Series C Majority delivering written notice (a "CLAWBACK EXERCISE NOTICE") to ManagerCo, together with a certified check or bank cashier's check for not less than the Clawback Price, not later than the date one (1) year after the first date that ManagerCo shall give written notice to each Holder of the occurrence of an Event of Default.

• Notwithstanding the foregoing, Purchaser shall not be entitled to any Clawback Right (1) against the Option Benefit Amount or (2) if Purchaser has not complied with its obligations in all material respects under Section 5.3(g).

• In the event that a Good Reason Leaver voluntarily terminates his or her employment with the AB Group prior to the end of the Transition Period, AB shall be entitled to exercise the Clawback Right with respect to the Good Reason Leaver Clawback Shares.

• Following the occurrence of an Event of Default under Section 0, the Clawback Right granted hereunder shall be deemed to have been automatically exercised immediately as of the time of such Event of Default.

• The Credit Enhancement Documents have been duly and effectively terminated and released and the Credit Enhancers have no further rights under or relating to the Credit Enhancement Documents, except for the Credit Enhancement Clawback Right.

• In the event of the declaration of a share dividend, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Focus Shares, the Clawback Right under this 0 shall apply mutatis mutandis to any new, substituted or additional securities that by reason of such transaction are distributed with respect to any Focus Share, or into which such Focus Share thereby becomes convertible.

• To the extent that Purchaser has received a payment or offset under its Clawback Right, Purchaser may not make a claim for indemnification under Article VI with respect to the item to which the Clawback Right relates.

• Subject to the immediately preceding sentence, the Clawback Right set forth herein is separate from and, independent of, the rights to indemnification of Purchaser set forth in Article VI hereof and shall not be subject to the limitations set forth in Sections 6.3(a) and 6.3(e).

• The Clawback Right granted under this Section may be exercised by a Holder Majority delivering written notice (a "CLAWBACK EXERCISE NOTICE") to NeptunusBVI, together with a certified or bank cashier's check for not less than the Clawback Price, not later than the date one (1) year after the first date that NeptunusBVI shall give written notice to each Holder of the occurrence of an Event of Default.

More Definitions of Clawback Right

Clawback Right has the meaning set forth in Section 5.1 “Confidential Information” has the meaning set forth in the MSA. “Control,” and the correlative terms “Controlling” and “Controlled,” means the possession, direct or indirect, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Closing” shall have the meaning set forth in the Recitals. “Cured Service” has the meaning set forth in Section 5.1. “Deposit Account” has the meaning set forth in the MBESA. “Deposit Bundle” has the meaning set forth in Section 2.1. “Deposit Materials” means the software (including all source and object code forms) and related documentation, libraries, files, scripts, databases, specifications, tools, database schema, designs, and other tangible embodiments of technology and documentation therefor, the intellectual property rights in which are owned by EVERTEC and used either (i) by Popular or any of its Affiliates in any of their respective businesses; or (ii) by or on behalf of EVERTEC in providing services under the MSA to or on behalf of Popular (or any of its Affiliates that receive services under the MSA), excluding the software and other technology used only in the Merchant Acquiring Business, the TicketPop Business, and the ATH Network Business (as “Merchant Acquiring Business”, “TicketPop Business” and “ATH Network Business” are defined in the Merger Agreement). For the avoidance of doubt, Deposit Materials

Clawback Right means the right of BHP Billiton described as the ‘Clawback Right’ in part 1 section 7.5 of the Antofagasta Bidder’s Statement;

Clawback Right has the meaning set forth in Section 8.06(b).

Clawback Right shall have the meaning ascribed to this term in ‎Section 2.02(b). “Clawback Shares” shall be 4,435,344 Company Class A Ordinary Shares, multiplied by a fraction, the numerator of which is the Net Operating Loss suffered from the Transferred Business for the fiscal year ending December 31, 2021 based on the Audited Financial Statements and the denominator of which is US$10,000,000, rounded to the nearest whole number; provided that if the Net Operating Loss suffered from the Transferred Business then operated by the Company for the fiscal year ending December 31, 2021 exceeds US$10,000,000, then the maximum Clawback Shares shall be 4,435,344 Company Class A Ordinary Shares.

Clawback Right has the meaning set forth in Section 5.1. “Common Shares” means the common stock of EVERTEC, par value $1.00 per share (or the common stock of any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries). “Commonwealth” means the Commonwealth of Puerto Rico. “Control Acquirer” has the meaning set forth in Section 10.7(a). “Confidential Information” has the meaning set forth in the MSA. “Control,” and the correlative terms “Controlling” and “Controlled,” means the possession, direct or indirect, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Closing” shall have the meaning set forth in the Recitals. “Cured Service” has the meaning set forth in Section 5.1. “Deposit Account” has the meaning set forth in the MBESA. “Deposit Bundle” has the meaning set forth in Section 2.1. “Deposit Materials” means the software (including all source and object code forms) and related documentation, libraries, files, scripts, databases, specifications, tools, database schema, designs, and other tangible embodiments of technology and documentation therefor, the intellectual property rights of which are owned by EVERTEC, its successors or assigns and used either (i) by Popular or any of its Affiliates in any of their respective businesses; or (ii) by or on behalf of EVERTEC in providing services under the MSA to or on behalf of Popular (or any of its Affiliates that receives services under the MSA), excluding the software and other technology used only in the Merchant Acquiring Business, the TicketPop Business, and the ATH Network Business (as “Merchant Acquiring Business”, “TicketPop Business” and “ATH Network Business” are defined in the Merger Agreement). For the avoidance of doubt, Deposit Materials do not include any materials to the extent that the intellectual property rights therein are licensed by EVERTEC from a third party. “Drag-Along Transaction” has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

Clawback Right has the meaning set forth in Section 3.2(c).