Equity Clawback Clause Samples

POPULAR SAMPLE Copied 32 times
Equity Clawback. 10 Euroclear............................................................10
View SourceView Similar (3)
Equity Clawback. At any time, or from time to time, on or prior to July 31, 2006 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.875% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.
View Source
Equity Clawback. Upon settlement or final adjudication (including all available appeals) of any claim for indemnification brought by Coeptis against Deverra pursuant to this Section 6 (an “Indemnity Claim Determination”), any such Losses may, in the sole discretion of Coeptis, and shall in the case of claims made pursuant to Section 6.3(a)(i), be satisfied through a cancellation of up to 1,000,000 shares of Coeptis common stock then held by ▇▇▇▇▇▇▇ (such number, the “Clawback Shares”) as is equal to the quotient obtained by dividing (i) the amount of Losses, by (ii) (a) $1.12 per share if Coeptis’ shares of common stock are not listed on a national securities exchange (e.g., Nasdaq) as at the time of the Indemnity Claim Determination or (b) if Coeptis’ shares of common stock are listed on a national securities exchange (e.g., Nasdaq) as at the time of the Indemnity Claim Determination, the average of the volume weighted average price (based on a trading day from 9:30 a.m. to 4:00 p.m. New York City time) on such national securities exchange for such shares of common stock (as reported by Bloomberg Financial LP using the AQR function) for each of the thirty (30) consecutive trading days ending on and including the third trading day immediately preceding the date of the receipt by ▇▇▇▇▇▇▇ of the applicable Clawback Notice. The rights of clawback pursuant to this Section 6.4.3 shall be exercised by Coeptis providing written notice (the “Clawback Notice”) to Coeptis’ transfer agent and ▇▇▇▇▇▇▇ and without any action required on the part of ▇▇▇▇▇▇▇. Deverra hereby agrees not to, during the period commencing from the Closing and ending on, (i) with respect to fifty percent (50%) of the Clawback Shares, the six (6) month anniversary of the Closing Date and (ii) with respect to the remaining fifty percent (50%) of the Clawback Shares, the Expiration Date: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any such Clawback Shares, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Clawback Shares, or (C) publicly disclose the intention to do any of the foregoing. For purposes of and subject to the terms and conditions of this Section 6.4.3, Deverra hereby irrevoc...
View Source
Equity Clawback. Notwithstanding Section 2.1(d), Borrowers shall be permitted to prepay up to 2550% of the aggregate principal amount of the outstanding Term Loans with Net Cash Proceeds of any public offering of Equity Interests at a prepayment premium equal to 12.05.0% of the principal amount being prepaid (the “Equity Claw Premium”).
View SourceView Similar (2)
Equity Clawback. Prior to April 1, 2015, up to 35% at 106.375% plus accrued and unpaid interest
View Source
Equity Clawback. Prior to November 1, 2020, we may on one or more occasions redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings, at a price equal to 109.75% of the aggregate principal amount of the notes plus accrued and unpaid interest.
View Source
Equity Clawback. Upon settlement or adjudication of any claim for indemnification brought by Purchaser against Seller and/or ▇▇▇▇▇▇▇▇▇▇ pursuant to this Section 5 (a “Indemnity Claim Determination”), Purchaser may elect, in its sole discretion, to have all or any portion of such Losses (the “Elected Amount of Losses”) satisfied through a cancellation of such number of Shares held by Seller or ▇▇▇▇▇▇▇▇▇▇ equal to the quotient obtained by dividing (i) the Elected Amount of Losses, by (ii) the Relevant Share Price. The rights of Purchaser pursuant to this Section 5.3 shall be exercised by providing written notice to Purchaser’s transfer agent, Seller and ▇▇▇▇▇▇▇▇▇▇ and without any action required on the part of Seller or ▇▇▇▇▇▇▇▇▇▇. For purposes of this Section 5.3, each of Seller and ▇▇▇▇▇▇▇▇▇▇ hereby irrevocably constitutes and appoints Purchaser, with full power of substitution and resubstitution, as its/his true and lawful attorney to transfer Shares subject to this Section 5.3 on the books of Purchaser.
View Source
Equity Clawback. On or prior to May 1, 2002, the Company may redeem up to 35% of the aggregate principal amount of Notes originally issued at a redemption price of 111.50% of the principal amount thereof, together with accrued and unpaid interest to the date of redemption. Exhibit A-1 FORM OF OPINION OF COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(a)(i) (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Texas. (ii) The Company has the corporate authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Purchase Agreement, the Indenture, the Securities and the Registration Rights Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) Each Subsidiary has been duly incorporated or formed and is validly existing as a corporation or limited partnership in good standing under the laws of the jurisdiction of its incorporation or formation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned of record by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance (other than those imposed by the 1933 Act), or claim; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary arising under the art...
View Source
Equity Clawback. 35 Section 3.8. Limitations. ................................................ 36
View Source

Related to Equity Clawback

  • Clawback Policy The Stock Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Stock Units or any shares of Common Stock or other cash or property received with respect to the Stock Units (including any value received from a disposition of the shares acquired upon payment of the Stock Units).

  • Equity Incentive Plan Executive will be eligible to participate in the Texas Roadhouse, Inc. 2021 Long Term Incentive Plan or any successor plan thereto at a level and with such awards and conditions as the Compensation Committee of the Board may from time to time grant.

  • Equity Incentive Plans Each stock option granted by the Company under the Company’s equity incentive plan was granted (i) in accordance with the terms of the Company’s equity incentive plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s equity incentive plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Clawback (a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. (b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

  • Clawback Rights The Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “Clawback Benefits”) shall be subject to “Clawback Rights” as follows: during the period that the Executive is employed by the Parent and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any financial results from which any Clawback Benefits to the Executive shall have been determined, the Executive agrees to repay any amounts which were determined by reference to any Parent financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the Parent’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Parent and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee following a publicly announced restatement, the Parent shall have the right to take any and all action to effectuate such adjustment. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith and in accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the Clawback Rights shall be final and binding on the Parent and the Executive. The Clawback Rights shall terminate following a Change of Control as defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Parent with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (“D▇▇▇-▇▇▇▇▇ Act”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the D▇▇▇-▇▇▇▇▇ Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the D▇▇▇-▇▇▇▇▇ Act and such rules and regulations as hereafter may be adopted and in effect.