Bad Leaver. If the Shareholder’s Employment is terminated and the Shareholder is a Bad Leaver, ATDS, the Company (or its designee) shall have the option, but not the obligation, to repurchase all or any portion of such Shareholder’s Shares at a price per Share equal to the lower of (i) the Purchase Price of such Shares; and (ii) the amount understanding under the Promissory Note at the time such shareholder’s employment is terminated. Such consideration may at the election of the Company be satisfied by a waiver of all or part of the Shareholder’s outstanding obligations under the Promissory Note.
Bad Leaver. If (i) the Executive’s Termination is the result of the Executive’s Termination by the Company or one of its Subsidiaries for Cause or the Executive’s Termination without Good Reason on or prior to the third anniversary of the Closing, or (ii) the Executive materially breaches any of the covenants included in Exhibit E and does not cure such breach within 15 days of written notice from the Company or the Company becomes aware of the Executive’s Executive wilful breach of any of the covenants included in Exhibit E (a “Covenant Breach”) then on or after the Executive’s Termination Date in the case of clause (i) or on or after the Covenant Breach in the case of clause (ii), the Company or the Xxxx Investors, as applicable, may purchase all of the Incentive Securities (including both Vested Securities and Unvested Securities) at the lower of Fair Market Value and their Original Cost in accordance with the procedures set forth below and, for the avoidance of doubt, the portion (if any) of the balance of the special reserve account attributable to the Executive’s vested Incentive Securities (and any vested Incentive Securities of any Permitted Transferee thereof) shall be forfeited and paid to the Company.
Bad Leaver. If the Executive’s Termination is the result of the Executive’s Termination by the Company or one of its Subsidiaries occurring for Cause, then on or after the Executive’s Termination Date, the Company or the Xxxx Investors, as applicable, may purchase all of the Incentive Securities (including both Vested Securities and Unvested Securities) at the lower of Fair Market Value and their Original Cost in accordance with the procedures set forth below.
Bad Leaver. If a Participant’s Service is terminated by the Company for Cause at any time or by the Participant without Good Reason before the third anniversary of the Grant Date, then all Phantom Units, whether vested or unvested, shall be automatically and immediately forfeited for no consideration.
Bad Leaver. In the event that the Participant's employment relationship with the Company ends because he has become Bad Leaver (i.e. dismissal for an urgent reason such as a material breach of the Participant's Employment Agreement or the Employee Stock Option Agreement, or similar reasons determined by the Company):
Bad Leaver. Without limiting clause 17.
Bad Leaver. The Share Option (including both vested and unvested Shares) shall become void and the Entitled Person shall not be entitled to the Share Option, if the Contract is terminated during the Vesting Period due to any circumstances other than those described under the section “Good Leaver” above.
Bad Leaver. The Share Option (including both vested and unvested Shares) shall become void and the Entitled Person shall not be entitled to the Share Option, if the Contract is terminated during the Vesting Period due to any circumstances other than those described under the section “Good Leaver” above. For avoidance of doubt, the Entitled Person is also considered a “Bad Leaver” if during the Vesting Period the Entitled Person (a) breaches his duties and fails to remedy such breach within 14 days after the Company’s notice and/or (b) commits theft, fraud or any other act causing the loss of the Company’s trust in the Entitled Person or (c) causes material damage to the Company and/or its reputation and/or (d) breaches the confidentiality and/or non- compete obligations.
Bad Leaver. Subject to Section 1.1(c)(iv), if any Founder is terminated by Purchaser, the Company or their respective successors or Affiliates with Cause or resigns without Good Reason, Purchaser shall promptly instruct the Escrow Agent (with a copy to the PPS Agent) to remove the Applicable Distribution Amount from the Goodwill Escrow Fund and deposit the Applicable Distribution Amount in a separate fund held at the Escrow Agent (the “Pending Goodwill Escrow Distribution Fund”).
Bad Leaver. (i) In the event that Xxxxxxx ceases to be an Employee as a Bad Leaver during an Earnout Period, Xxxxxxx shall only be entitled such percentage of any Earnout Payment which would otherwise be payable to him under this Section 2.04 as is equal to the percentage (rounded to the nearest two decimal places) as calculated using the formula below
