Leaver Notice definition

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Leaver Notice shall have the meaning given in Section 9.4.

Leaver Notice a notice given pursuant to clauses 15.1 and/or 15.2 to a Leaving Shareholder or Former Employee as the case may be by the A Investor Majority specifying the person(s) (other than any member being a Former Employee) to whom the Transfer Shares should be offered and the provisional price of the Transfer Shares;

Examples of Leaver Notice in a sentence

If the Company does not deliver a Leaver Notice on the Leaving Shareholder within the Leaver Option Period, the provisions of this Clause 7.1 shall no longer apply to such Leaving Shareholder.
Each beneficiary (being the Company and Helix) of the Leaver Call Option wishing to exercise their Leaver Call Option shall so notify the Company and the other Parties within 30 calendar days following receipt of the Leaver Notice and state in such notice the number of relevant Shares it intends to purchase («Leaver Call Option Exercise Notice»).
If a Manager becomes a Leaving Shareholder, the Board shall within 60 Business Days of the Cessation Date, unless the A Investor Majority consents in writing to the contrary, deliver a Leaver Notice on the Leaving Shareholder and the Leaving Shareholder shall be bound to transfer the Transfer Shares specified in the Leaver Notice and shall be deemed to have served a Transfer Notice on the Cessation Date offering to transfer such Shares to the person(s) and at the price(s) specified in the Leaver Notice.
Clauses 7.2 to 7.15 inclusive describe the mechanics of transfer and the relevant valuation at which a transfer pursuant to this Clause 7.1 will be effected (if a Leaver Notice is delivered on the Leaving Shareholder).
A Leaving Shareholder or Former Employee upon whom a Leaver Notice is not served as a result of a determination of an A Investor Majority consent shall retain all the rights of, and rank pari passu with, the other holders of the same class of shares.

More Definitions of Leaver Notice

Leaver Notice means a notice given pursuant to Clauses 7.1 to a Leaving Shareholder by the Board specifying the person(s) to whom the Transfer Shares should be offered and the price of the Transfer Shares; “Leaver Provisions Expiry Date” means the earlier of (i) the date falling 18 months after Closing and (ii) such time as the Investor’s Liquidity Proportion is at least 80%; “Leaving Shareholder” means an employee or director of a member of the Group who ceases for whatever reason to be an employee or director of a member of the Group without remaining or becoming an employee or director of any other member of the Group (as the case may be) or is declared bankrupt or, whilst remaining an employee, becomes eligible for benefits under a permanent health insurance policy, and any Related Holder, or any nominee holder of such person; “Liquidity Proportion” means (a) a party’s Cash Proportion plus (b) the product of: (i) the sum of (x) such person’s Stock Proportion and (y) such person’s Preferred Proportion and (ii) such person’s Post Closing Sale Proportion; “Lock-up” means the restriction on selling Shares to be applicable to the Investor and each Manager immediately following Closing pursuant to the Shareholders Agreement, on the terms and subject to the exceptions set out therein; “Lock-up Period” means the period of time for which the Lock-up applies; “LP Distribution” means a direct or indirect distribution by the Investor to its direct or indirect limited partners or shareholders, other than any such distribution which constitutes an Excluded Transfer; “Management Representative” means any person appointed by the Managers holding a majority of the Shares as management representative from time to time who shall be entitled to remove any such person and to appoint another person in his place. The first Management Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇; “Manager Sell-Down Shares” has the meaning given in Clause 6.7.1; “Managers” means any person that enters into a Deed of Adherence in the capacity of a Manager and a “Manager” means any one of them; “Merger Agreement” has the meaning given in the recitals; “Misconduct” means any of: (a) the committing of any act of misconduct warranting summary termination at common law; (b) any breach by an employee of the obligation of trust and confidence to his employer; (c) the committing of any serious or persistent breach or non-observance or non- performance of any of the terms, conditions or stipulations contained in the individ...

Leaver Notice shall have the meaning given in Section 9.4. Leaver Shares shall have the meaning given in Section 9.1.