Claw-back Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and claw-back as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).
Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
Claw-back Provisions. You acknowledge and agree that any remedy at law that the Company has for your breach of this Agreement would be inadequate and that the Company would be irreparably harmed by any actual or threatened breach thereof. Therefore, you expressly agree and understand that in the event of your material breach of the provisions of paragraph 10 of this Agreement, the Company will be entitled, in addition to all actual and compensatory damages and relief (incurred by it in any action against you to enforce or remedy breach of any of the terms or conditions of this Agreement), to liquidated damages in the amount of all the consideration paid to you under this Agreement other than the Accrued Rights. Accordingly, in the event of such a material breach you must immediately return to the Company any such consideration that you may have received under this Agreement, and the Company shall be entitled to cease payment of any promised consideration not yet paid. You further acknowledge that your release of claims shall remain effective.
Claw-back Provisions. 17 10. Announcements and confidentiality.................................. 18 11.
Claw-back Provisions. 9.1 In the event that the Buyer sells or transfers, whether directly or indirectly through the transfer in ownership of any holding company of the Company or otherwise, the Sale Shares or transfers in any way the business or a majority of the assets of the Company (the "CLAW-BACK SALE") within the period of two years (2) from the date of Completion (the "CLAW-BACK PERIOD") then;
Claw-back Provisions. In accordance with the Company’s claw-back policies, in the event of an accounting restatement applicable to a performance period due to material noncompliance with financial reporting requirements under the federal securities laws, the Compensation Committee shall have the right to seek to recover from any current or former executive at the vice president level or above who received shares of Stock under this Agreement during the three-year period preceding the date on which the Company is required to prepare an accounting restatement, any excess compensation awarded as a result of the misstatement. The Company’s policy will be amended as required by final Security and Exchange Commission regulations interpreting the provisions of the Xxxx-Xxxxx Act, and as required by the listing standards of the New York Stock Exchange. Any amended policy will apply to this Agreement.
Claw-back Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and claw-back as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). To the extent any such recovery is not related to fraud or similar financial acticity referred to in the definition of Cause in Section 5.2 below and permitted by law, regulation or stock-exchnage listing requirement, such recovery shall be for the amount of compensation actually received by Executive after Exectuive’s payment of taxes (federal, state, local) on any such compensation.
Claw-back Provisions. In the event that _______________________________ is unable or unwilling to proceed, or is not proceeding in good faith, with the private placement contemplated in the letter of intent dated December 23, 1999 (the "Term Sheet") substantially on the terms set forth therein for a minimum amount of gross proceeds of $15 million other than as a result of (i) a material breach by the Company of its representations, warranties, or covenants made to _______ in the Commitment Letter dated December 30, 1999 and otherwise complying with the Term Sheet, (ii) the failure of the Company to otherwise proceed in good faith with such financing, including without limitation promptly preparing a private placement memorandum, having its officers and directors meet with prospective investors, making its facilities and books and records available for due diligence, and agreeing to issue securities having terms as set forth in the Term Sheet, (iii) a bankruptcy proceeding is initiated by or commenced against the Company, (iv) Dxxx Xxxxxxx is no longer an officer or director of the Company, (v) the Company does not increase its authorized preferred and common stock within four months of the date hereof as contemplated hereby and by the Term Sheet or (vi) the Company being unable to enter into agreements to redeem, convert, modify, amend or retire within 60 days of the date hereof its Series B Preferred Stock and 6% Convertible Debentures upon terms satisfactory to ______________________________, in its sole discretion, (a "Forfeiture Event"), then the Holder shall pay a break-up fee to the Company of $4,545,454, which may be paid at the option of the Holder by forfeiture of the right to purchase half the maximum number of shares of Common Stock that the Holder may acquire and has already acquired upon exercise of all of its rights under this Warrant (the Holder having the Option of forfeiting any combination of shares of Common Stock already purchased upon exercise of a portion of this Warrant or rights to acquire shares of Common Stock under this Warrant), provided that subsequent to a Forfeiture Event the maximum amount of shares of Common Stock that may be purchased upon exercise of this Warrant together with all shares of Common Stock already purchased under this Warrant shall not exceed 6,818,182 (as proportionately adjusted to reflect any changes to the Shares under Section 2 of this Warrant).
Claw-back Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and claw-back as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). 1 Assuming the IPO price is $25.00 and the average price on the anniversary date of the previous 120 days is $30.00 and the number of IPO shares is 2,000,000 then the first year award is 16,667 shares calculated as follows 2,000,000*.05*($30.00-25.00)/$30.00. Assuming in year 2 the anniversary date average of the previous 120 days is $35.00 then the second year award is 14,286 shares calculated as follows 2,000,000*.05*($35.00-$30.00)/$35.00. 2 Average of the previous 120 days means the average of the last 120 calendar days closing price. Non-trading days will use the last trading day close.
Claw-back Provisions. If the Participant engages in any “Prohibited Activities” during course of Participant’s employment or within the 12-month period following his termination of employment with the Company and its Affiliates, the Participant shall, within 30 days of the Company’s written demand, either (i) return all of the shares of Restricted Stock issued under this Agreement to the Company, or (ii) pay the Company the greater of the gross fair market value of the Shares as of (A) the Vesting Date, or (B) the date the Participant engages in any Prohibited Activity. This repayment shall require repayment of the full value of the award, including the value of any taxes paid or withheld or value of the Shares used to satisfy the Participant’s tax payment of withholding. For purposes of this Agreement, the term Prohibited Activities shall be any violation of the Participant’s Post-Termination Obligations as set forth in Section 12 below.
