Irrevocable Election Clause Samples
An Irrevocable Election clause establishes that once a party makes a specific choice or decision under the contract, that choice cannot be changed or withdrawn. In practice, this might apply to options such as selecting a method of payment, designating a delivery date, or choosing a particular contractual right, with the election becoming final upon notice to the other party. The core function of this clause is to provide certainty and prevent parties from reversing important decisions, thereby reducing ambiguity and potential disputes over changing positions.
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Irrevocable Election. (a) The execution of this Agreement by the Rollover Shareholders evidences, subject to Section 8 and the proviso in Section 22, the irrevocable election and agreement by the Rollover Shareholders to contribute their respective Rollover Shares in exchange for Holdings Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally and not jointly, except that (x) with respect to each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (y) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), that from the date hereof until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of any Rollover Shares or any right, title or interest thereto or therein (including by operation of law), (iii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement with respect to any Rollover Shares (other than that certain Voting Agreement of even date herewith by and among Holdings, the Company and the Rollover Shareholders (the “Voting Agreement”) and the Consortium Agreement dated as of August 16, 2013, as amended by the First Amendment to Consortium Agreement dated as of December 5, 2013,by and among the Rollover Shareholders (the “Consortium Agreement”)), (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer in violation of this paragraph shall be null and void.
(b) Each Rollover Shareholder covenants and agrees, severally and not jointly, except that (x) with respect to each of J▇▇▇▇ ▇▇▇▇▇ and South Lead ...
Irrevocable Election. The execution of this Agreement by the Rollover Shareholder evidences, subject to Article VI, the irrevocable election and agreement by the Rollover Shareholder to the contribution, assignment, transfer and delivery of its Rollover Shares in exchange for the subscription by it or its designated Affiliate(s) for newly issued Parent Shares prior to the completion of transactions contemplated under the Merger Agreement (the “Closing”) on and subject to the terms and conditions set forth herein.
Irrevocable Election. 5.1. The execution of this Agreement by the Transferor evidences, subject to Section 7 hereof, the irrevocable election and agreement by Transferor to contribute Transferor’s Rollover Shares in exchange for Holdings Shares at the Contribution Closing on the terms and conditions (including the Rollover Terms) set forth herein. In furtherance of the foregoing, the Transferor covenants and agrees that from the date hereof until any termination of this Agreement pursuant to Section 7 hereof, Transferor shall not, directly or indirectly knowingly take any action that would make any representation or warranty of Transferor set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying Transferor from performing any of Transferor’s obligations under this Agreement. Transferor acknowledges and agrees that, as of the date hereof, the Support Agreement remains in full force and effect.
5.2. Transferor covenants and agrees that it shall promptly (and in any event within 24 hours) notify Holdings of any new shares of Common Stock issued in respect of the Rollover Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by Transferor as a result of a stock dividend, stock split, recapitalization, combination, reclassification, or exchange or change of such shares, if any, after the date hereof. Any such shares of Common Stock issued in respect of the Rollover Shares shall automatically become subject to the terms of this Agreement and be deemed Rollover Shares hereunder, and Schedule I shall be deemed amended accordingly.
Irrevocable Election. An Eligible Employee may make, on or before first being eligible to participate under any Plan of the Employer, an irrevocable election to contribute to the Plan the Mandatory Employee Contribution (Choose (1) or (2).):
Irrevocable Election. This election is irrevocable for Restricted Stock Units to be awarded in the calendar year after the year in which I complete this election, unless I revoke it on or before December 31 of the calendar year in which I make it. If I am to be appointed as a new director of the Corporation, this election is irrevocable for Restricted Stock Units to be awarded upon my appointment. I may revoke this deferral election for Restricted Stock Units by providing written notice to the Corporate Secretary on or before December 31 before the year in which the Restricted Stock Units are to be awarded. If I properly revoke this election, no Restricted Stock Units awarded in the year after the year in which I revoke the election will be deferred unless I make a new, timely deferral election.
Irrevocable Election. Permits an Employee to elect not to participate if the Employee makes a one-time irrevocable election prior to the Employee’s Plan Entry Date.
Irrevocable Election. The execution of this Agreement by the Rollover Shareholder evidences the irrevocable election and agreement by such Rollover Shareholder to contribute its Rollover Shares to Topco in consideration of a corresponding amount of newly issued Topco Shares, followed by a contribution of such Rollover Shares by Topco to Parent. For administrative convenience, such contributions shall be effected by way of (a) cancellation of its Rollover Shares for no cash consideration in accordance with Section 3.2 and (b) the subscription for newly issued Topco Shares at par value in accordance with Section 3.3, in each case, on and subject to the terms and conditions set forth herein.
Irrevocable Election. The execution of this Agreement by the Stockholders evidences, subject to Section 14 hereof, the irrevocable election and agreement by the Stockholders to contribute the Contribution Shares in exchange for the Class II Units at the Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Stockholder agrees that he, she or it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares or (d) take any action that would make any representation or warranty of such Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder.
Irrevocable Election. The execution of this Agreement by each Supporting Shareholder evidences, subject to Article 5, the irrevocable election and agreement by such Supporting Shareholder to (a) the cancellation of such Supporting Shareholder’s Rollover Securities for no cash consideration in accordance with Section 2.02 and (b) the subscription by such Supporting Shareholder and/or its designated Affiliate(s) for newly issued Parent Shares in accordance with Section 2.03, in each case, on the terms and conditions set forth herein.
Irrevocable Election. Elections to make a ▇▇▇▇ Conversion, which will be made in a manner determined by the Administrator, are irrevocable.