Good Leaver. Notwithstanding the foregoing, subject to the Release Requirement, when a Grantee’s employment with the Company (or an Affiliate of the Company) terminates as a Good Leaver during either the 3rd or 4th Performance Year, any outstanding and unvested PSUs with respect to which the applicable Performance Hurdle for the Performance Year in which termination occurred has not been met as of the termination shall be eligible to vest if the applicable Performance Hurdle is met by the end of the Performance Year. For the avoidance of doubt, with respect to PSUs referenced in the preceding sentence, (i) if the Performance Hurdle is met for the Performance Year of termination, the PSUs eligible to vest in that year shall vest on a prorated basis by multiplying the eligible PSUs by a ratio equal to the number of days the Grantee was employed by the Company (or an Affiliate) during the Performance Year divided by 365, (ii) no PSUs shall be eligible for rollover to the next Performance Year, and (iii) such PSUs shall be deemed vested when, if ever, the applicable Performance Hurdle is met.
Good Leaver. If the Shareholder’s Employment is terminated and the Shareholder is a Good Leaver, ATDS, the Company (or its designee) shall have the option, but not the obligation, to repurchase such portion of the Shareholder’s Shares as is determined in accordance with the table below at a price per Share equal to the purchase price of such Share (calculated by dividing the Purchase Price for all Shares by the number of Shares being acquired pursuant to this clause) as of the date such Shareholder is provided with a written notice requiring the repurchase of his Shares. 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. Date on which the Shareholder’s Employment terminates if he is a Good Leaver % of Shareholder’s Shares ATDS, the Company (or its designee) may repurchase On or before the first anniversary of the Anniversary Date 100% After the first anniversary of the Anniversary Date but on or before the second anniversary of the Anniversary Date 75% After the second anniversary of the Anniversary Date but on or before the third anniversary of the Anniversary Date 50% After the third anniversary of the Anniversary Date but on or before the fourth anniversary of the Anniversary Date 25%
Good Leaver. If a Manager is deemed a Good Leaver, the Company or its designee(s) (including but not limited to the AGER Group), shall be entitled (but not obligated) to repurchase, redeem, cancel and/or acquire (a) the vested portion of such Manager's Class B Shares at a price equal to their Fair Market Value, and (b) the unvested portion of such Manager's Class B Shares at a price equal to the lesser of the original subscription cost and their Fair Market Value.(ii) Bad Leaver - If a Manager is deemed a Bad Leaver, the Company or its designee(s) (including but not limited to the AGER Group), shall be entitled (but not obligated) to repurchase, redeem and/or cancel all of such Manager's Class B Shares at a price equal to the lesser of the original subscription cost and their Fair Market Value.
Good Leaver. If the Executive is a Good Leaver, then at any time on or after the Executive’s Termination Date, the Company or the Xxxx Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and, subject to the proviso below in this Section 9(b)(i), the entire portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv), provided that, the Executive (or any of his Permitted Transferees, if applicable) shall be permitted for a period of 12 months from the Executive’s Termination Date (the “Post Termination Period”) to retain any of the Unvested Performance Vesting Incentive Securities (the “Unvested Post-Termination Securities”). If during the Post Termination Period, the Performance Threshold is achieved in connection with a Change in Control or Public Offering, the Unvested Post-Termination Securities shall become Vested Securities (and shall, for the avoidance of doubt, be treated as Vested Securities for all purposes of this Agreement). If, however, the Performance Threshold is not achieved during the Post Termination Period, after the expiration of such period, the Unvested Post-Termination Securities shall no longer be capable of vesting and may be purchased at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv).
Good Leaver. If the Executive’s Termination is the result of (A) the Executive’s Termination by the Company and its Subsidiaries without Cause, (B) the Executive’s death or Disability, (C) the Executive’s Termination for Good Reason or (D) the Executive’s Termination without Good Reason after the third anniversary of the Closing, the Company or the Xxxx Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and the portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 8(iv).
Good Leaver. The Articles of Association, in accordance with the Spanish Civil Code provide the relevant procedure, conditions and obligations in case a Shareholder voluntary offers his Shares for sale. Perpetual article Any future shareholder is obliged to enter into this agreement in respect of any acquisition of less than 100% of the outstanding share capital of the Company.
Good Leaver. If the Contract of the Entitled Person is terminated during the Vesting Period (but after elapse of the Cliff Period) due to one of the following reasons, then the Entitled Person becomes a “Good Leaver” and the vesting of the Share Option shall end as at the date of termination of the Contract, with the Entitled Person being entitled to exercise the part of the Share Option that had vested prior to the termination of the Contract in accordance with this Agreement (provided that the Share Option becomes exercisable in accordance with clause 4.1 below):
Good Leaver. Subject to Section 1.1(c)(iv) and Section 1.1(c)(v), if any Founder is terminated by Purchaser, the Company or their respective successors or Affiliates without Cause or resigns with Good Reason, the PPS Agent shall promptly instruct the Escrow Agent (with a copy to Purchaser) to remove the Applicable Distribution Amount from the Goodwill Escrow Fund and deposit the Applicable Distribution Amount in the Pending Goodwill Escrow Distribution Fund. Subject to Section 1.1(c)(v), if any Founder experiences death or Permanent Disability, Purchaser and the PPS Agent shall jointly instruct the Escrow Agent to distribute the Applicable Distribution Amount to PPS within eight days of such event and, upon such distribution, the Goodwill Escrow Fund shall be reduced by the Applicable Distribution Amount.
Good Leaver. In the event of the termination of the Holder's employment with the Company, if the Holder is not terminated by the Company under a Bad Leaver Scenario, and provided that an agreement regarding consummation of a Liquidity Event, as described below in Sections 1.5, 1.6, 1.7 and 4.2, has been entered into, the Holder shall be entitled to exercise all Warrants represented hereby in the relevant Exercise Period, subject to Section 1.8 (a "Good Leaver Scenario").
Good Leaver. 7.4 For the avoidance of doubt, a Good Leaver shall not be subject to compulsory sale provisions in this Section 7 (Leaving Shareholder Provisions) and they shall continue to be entitled to sell their Shares in accordance with the terms of this Agreement on the same terms as the remaining Managers. Bad Leaver
