Equity Clawback Clause Samples

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.

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...

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”).

Equity Clawback. Prior to April 1, 2015, up to 35% at 106.375% plus accrued and unpaid interest

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.

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.

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...

Equity Clawback. 35 Section 3.8. Limitations. ................................................ 36