Clawback Shares definition

Clawback Shares means the number of Shares equal to (A) the number of Shares that were issued to you under this Agreement on the Date of Issuance minus (B) the number of shares of common stock of the Company that would have been issuable to you on the Date of Issuance as determined based on the Amended Adjusted ROTCE and the Amended Growth of Tangible Book Value Per Share Plus Common Dividends and certified by the Committee following the Restatement Date. If any member of the Peer Group restates its financial results for all or any portion of the Performance Period prior to the date that the number of Clawback Shares is certified by the Committee, then the Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends for such member of the Peer Group used for purposes of calculating the Clawback Shares shall take into account such restatement. For the avoidance of doubt, neither you nor the Company shall have any obligation with respect to the Clawback Shares in the event that the number of Shares in clause (B) of the preceding sentence exceeds the number of Shares in clause (A) of the preceding sentence. The Clawback Shares shall be delivered to the Company in Shares; provided, however, that in the event that on the Restatement Delivery Date you do not hold a number of Shares equal to or greater than the Clawback Shares, you shall deliver to the Company (x) all Held Shares plus (y) the pre-tax proceeds from sales or other transfers of all Recovery Shares. Such pre-tax proceeds shall be calculated starting with the most recent sale or other transfer of Recovery Shares prior to the Restatement Delivery Date and continuing in reverse chronological order with any prior sales or transfers of Recovery Shares until the pre-tax proceeds of all Recovery Shares are determined. The “pre-tax proceeds” for any Recovery Shares that were transferred by you in a transaction other than a sale on the New York Stock Exchange shall be the Fair Market Value of such Recovery Shares as of the date of such transaction. The “pre-tax proceeds” for any Recovery Shares that were withheld pursuant to Section 5 shall be the Fair Market Value of such Recovery Shares as of the date they were withheld.

Clawback Shares means all Reserved Shares under the Fairholme Agreement and all Repurchase Shares (but not Put Shares) under this Agreement.

Clawback Shares means all Award Shares which vested in the affected Executive or former-Executive and in respect of which:

Examples of Clawback Shares in a sentence

• For the purposes of this Section 1.4, “Clawback Percentage” means, for each Purchaser under this Agreement and the Fairholme Agreement, the quotient (expressed as a percentage) of (a) the number of Clawback Shares such Purchaser is purchasing at Closing divided by (b) all the Clawback Shares purchased at Closing under this Agreement and the Fairholme Agreement.

• Upon the occurrence of such forfeiture, the Company shall become the legal and beneficial owner of the Clawback Shares, and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Clawback Shares being forfeited by Participant.

• Notwithstanding the foregoing, the Buyer Share Clawback shall not occur, the Seller shall have no obligation to deliver the Buyer Clawback Shares to the Buyer, and the Buyer Clawback Shares shall remain the sole property of the Seller or its applicable Affiliate, if the RTP Fab Transfer Failure is attributable, in whole or in part, to any breach by the Buyer of its obligations in this Agreement or any other Transaction Document, including the Buyer’s failure to execute the RTP Fab Bill of Sale.

• For the purposes of this Section 1.4, “Clawback Percentage” means, for each Purchaser under this Agreement and the Pershing Agreement, the quotient (expressed as a percentage) of (a) the number of Clawback Shares such Purchaser is purchasing at Closing divided by (b) all the Clawback Shares purchased at Closing under this Agreement and the Pershing Agreement.

• The respective numbers of Claw-back Shares set forth in clauses (i) through (iv) of paragraph (a) of this Section 8.2 shall be appropriately and proportionately adjusted to reflect any stock splits, reverse stock splits, conversions or exchanges or other capital adjustments which may have occurred with respect to the Claw-back Shares, including applicable conversion and exchange ratios.

More Definitions of Clawback Shares

Clawback Shares has the meaning set forth in Section 9.06(c);

Clawback Shares means that number of shares of Class A Common Stock equal to the product of (x) the number of gross shares of Class A Common Stock with respect to which the forfeiture restrictions expired on December 15, 2010, multiplied by (y) a fraction (the “Clawback Fraction”), the numerator of which is 12 less the number of monthly anniversaries of December 15, 2010 through and including December 15, 2011 that you were employed by the Company, and the denominator of which is 12. If, after taking into account any regular equity awards you are expected to receive in 2010, the number of shares subject to the Special Stock Award would exceed any limitation on the number of shares that can be granted to you during a year under the Company’s Employee Stock Plan, you will instead be entitled to receive a cash amount equal to the value of such shares you would have otherwise received in excess of such limitation. Two-thirds of such cash amount shall be payable to you on December 15, 2010 and the remaining one-third on December 15, 2011, but in each case payment shall be made to you only if the forfeiture restrictions on the correlative shares subject to the Special Stock Award expire on such date. If, as required above, a cash payment is required to be made to the Company with respect to Clawback Shares, you shall return to the Company, within 30 days of the termination of your employment, an amount equal to the product of the cash amount, if any, payable to you on December 15, 2010 with respect to the Special Stock Award, multiplied by the Clawback Fraction.

Clawback Shares has the meaning given in clause 12.2;

Clawback Shares means 5,988,024 shares of Acquiror Common Stock; provided that for purposes of Section 2.4, Section 6.6 and Article 9, the parties agree that the value of each Clawback Share shall be equal to the Clawback Share Price.

Clawback Shares means an aggregate number of shares of Common Stock of Buyer equal to 10% of the Stock Consideration issued to Seller at Closing.

Clawback Shares has the meaning set forth in Section 3.07.

Clawback Shares has the meaning given to it in clause 22.2(b)(i)(A); "Code" means the City Code on Takeovers and Mergers;