Forfeiture Upon Final Determination of a Claim Sample Clauses

Forfeiture Upon Final Determination of a Claim. (i) Upon any claim for indemnification pursuant to Section 10.2(a)(i)-(iii) being finally determined in favor of the Acquiror, a number of Exchange Restricted Units, rounded down to the nearest whole unit, equal to the amount payable to the Acquiror pursuant to this Article X in respect of such finally determined claim divided by the Market Price as of the date of final determination shall be forfeited to the Acquiror, without any further action (except as set forth in Section 10.7(d)), with such forfeiture being allocated in accordance with Holding’s and each Holder’s Class E Pro Rata Percentage, calculated as of the date that such units first became Exchange Restricted Units, with apportionment between units withheld from release and reserved against at each anniversary of the Closing occurring as provided in Section 10.7(b). If the number of Exchange Restricted Units forfeited pursuant to the preceding sentence multiplied by the Market Price as of the date of final determination is less than the product of (x) the amount of such finally determined claim multiplied by (y) the aggregate Class E Pro Rata Percentages of Holding and each Holder, then the number of forfeited Exchange Restricted Units, multiplied by the Market Price as of the date of final determination shall be subtracted from the amount of the finally determined claim and the amount of such shortfall shall be considered a pending claim in respect of the next date on which Class E Units may become Exchange Restricted Units pursuant to Section 10.7(a) and for purposes of determining the number of Aggregate Exchange Restricted Removal Units to be released pursuant to Section 10.7(b).
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Related to Forfeiture Upon Final Determination of a Claim

  • Selection of Reviewing Party; Change in Control If there has not been a Change in Control, any Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Certain Benefits Upon Termination Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.

  • Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Acceleration of Vesting Upon Change in Control [In the event that a Change in Control of the Company occurs during the Recipient’s Continuous Service, the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the Change in Control.]

  • Company Determination Final Any determination that the Company or its Board of Directors must make pursuant to this Article 6 shall be conclusive if made in good faith and in accordance with the provisions of this Article 6, absent manifest error, and set forth in a Board Resolution.

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