Lookback Clause Samples
A Lookback clause establishes a mechanism for determining a value, such as a price or interest rate, by referencing data from a previous period rather than the current one. In practice, this means that the final terms of a transaction—like the strike price of an option or the interest rate on a loan—are set based on the most favorable or relevant value observed during a specified lookback window. This clause is commonly used in financial contracts to protect parties from short-term volatility or to ensure that terms reflect market conditions over a broader timeframe. Its core function is to provide fairness and reduce risk by smoothing out the impact of sudden market fluctuations.
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Lookback. (a) If (i) the Termination Date occurs as a result of Executive's termination by the Company without Cause or Executive's resignation for Good Reason and (ii) within one year after the Termination Date either (x) a Transfer of Common Stock by an Investor occurs (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries) or (y) a Sale of the Company occurs, then Executive will be entitled to receive from the Company the benefit of such Transfer or Sale of the Company that Executive would have been entitled to receive had the Termination Date not occurred. Thus, (1) if either a Transfer or a Sale of the Company occurs within one year after the Termination Date and the Company or the Investors have repurchased any Executive Stock pursuant to the Repurchase Option (such repurchased shares of Executive Stock being "Repurchased Stock"), then the ----------------- Company will pay to Executive the excess, if any, of (A) the amount of net proceeds Executive would have been entitled to receive for the shares of Repurchased Stock that Executive would have been permitted to sell in connection with the Transfer or Sale of the Company had the Termination Date not occurred and had Executive still owned such shares over (B) the amount actually received by Executive for such shares from the Company and/or the Investors pursuant to the Repurchase Option and (2) without duplication of the payments made to Executive pursuant to clause (1) above and only with respect to Management Options that expired on the Termination Date, if a Sale of the Company occurs within one year of the Termination Date, then the Company will pay to Executive the excess, if any, of (X) the amount of net proceeds Executive would have received with respect to Management Option Shares that Executive would have held if (I) the Termination Date had not occurred, (II) Executive's Management Options that had not become exercisable prior to and expired on the Termination Date had become exercisable in connection with such Sale of the Company, and (III) Executive had exercised the in-the-money Management Options in connection with such Sale of the Company over (Y) the aggregate Management Option Price Executive would have been required to pay to the Company in connection with to the exercise of such Management Options, in each case by certified or cashier's check or wire transfer of funds upon consummation of such transaction. The Company wil...
Lookback. (1) Within ninety (90) days of the date of this Agreement, the Board shall submit to the Assistant Deputy Comptroller, for a prior written determination of no supervisory objection, the name, qualifications, and terms of engagement of a proposed independent, third-party consultant to review and provide a written report on the Bank’s suspicious activity monitoring (“Lookback”). Refer to OCC Bulletin 2013-33, “Use and Review of Independent Consultants in Enforcement Actions: Guidance for Bankers” for guidance. The specific requirements of the Lookback have been communicated separately to the Bank in a Supervisory Letter dated June 14, 2019.
(2) Upon completion of the Lookback, the written findings (“Lookback Report”) shall be reported to the Board, and the independent consultant shall provide a copy of the written findings, supporting materials, and work papers directly to the Assistant Deputy Comptroller. The Lookback Report shall contain a list of customers recommended to the Bank for further review, any SARs that the Bank should file or existing SARs that the Bank should modify to comply with the requirements of 12 C.F.R. § 163.180, a list of customers and customer relationships that represent excessive risk for BSA/AML compliance, and a conclusion about the effectiveness of the Bank’s suspicious activity monitoring. The Lookback Report shall also, among other things, describe:
(a) the methodologies and tools used in conducting the review;
(b) the process followed for investigating customers and customer activities;
(c) a summary of the number and types of customers and customer relationships reviewed;
(d) the number of customers and customer relationships requiring additional investigation; and
(e) the number of customers the independent consultant recommended to the Bank for further review, SAR filings, or modifications to existing SAR filings, including the number of customers where the Bank determined not to file a SAR.
(3) The Bank shall determine whether to file SARs, in accordance with 12 C.F.R. § 163.180, for any previously unreported suspicious activity identified during the Lookback. The Bank shall provide all of its supporting materials and work papers associated with the Lookback to the OCC.
(4) If the results of the Lookback reflect a systemic failure on behalf of the Bank to file SARs in accordance with 12 C.F.R. § 163.180, the OCC, at its sole discretion, may expand the Lookback. If an expanded Lookback is deemed appropriate by the OCC, the...
Lookback. In the event that, during the six (6) month period following the exercise by the Company of its call rights described in subsection (a)(ii) above in connection with the termination of employment of an Initial Individual Member by the Company without Cause (as defined in such Initial Individual Member’s Employment Agreement), either Units are sold in a Disposition or the Company sells all or substantially all of its assets and distributes the proceeds thereof to the Members (an “Asset Sale Distribution”), then the Company shall pay to such Initial Individual Member, in connection with the closing of such Disposition transaction or Asset Sale Distribution, an amount equal to the difference (if item (1), below, is less than item (2), below) between (1) the amount such Initial Individual Member received for such Initial Individual Member’s Units as a result of the Company’s purchase thereof pursuant to subsection (a)(ii), and (2) the amount such Initial Individual Member would have received had such Initial Individual Member either sold such Units in the Disposition or held them on the date of the Asset Sale Distribution.
Lookback. The Developer acknowledges that the TIF Note will be reduced on a dollar for dollar basis if actual Total Development Costs are less than the amount stated in the TIF Agreement (shown as an exhibit).
Lookback. The Parties understand that if the Development is successful then the MRO will be repaid sooner. Nonetheless, as a condition for providing the City’s Contribution, the Parties agree to a lookback review to ensure the Developer’s returns do not exceed a reasonable market rate investment return. Accordingly, upon the earlier of: (i) 5 years after the Development Project receives an occupancy permit; or (ii) the date that the Development Project is sold, the Developer shall provide the City an internal rate of return (“IRR”) calculation for the Development Project based upon the
Lookback. Upon the terms and conditions set forth below, Developer shall pay to the Authority 20% (the “Authority’s Share”) of any Cumulative Excess Profit.
Lookback. (1) Within sixty (60) days of the date of this Agreement, the Branches shall retain the services of a qualified independent Consultant to assess the internal controls in the Bank Secrecy Act (“BSA”) area.
(2) Prior to the appointment or employment of any Consultant or entering into any contract with a Consultant, the Branches shall submit a copy of the Branches’ proposed “Engagement Letter” with this Consultant, and any amendments thereto, to the Assistant Deputy Comptroller for review and a prior determination of no supervisory objection.
(3) Within one hundred and eighty (180) days of the date of retention, the Consultant specified in paragraph (1) of this Article shall:
(a) conduct an Office of Foreign Assets Control (“OFAC”) screening and review of all wire activity at the Branches since September 30, 2004 through the date of this Agreement in order to ascertain any unusual or suspicious transactions that may have occurred at the Branches during this period and to determine if any potential OFAC violations were processed through the wire transfers. At the Assistant Deputy Comptroller’s discretion, the period of review may be expanded to cover a period prior to this date once the results of the Consultant’s review are reviewed and accepted by the Assistant Deputy Comptroller and
(b) within thirty (30) days of the conclusion of the review of all wire activity, submit a report summarizing the Consultant’s conclusion (“Lookback Report”).
(4) The Consultant’s findings, observations, and recommendations made in connection with the reviews conducted in accordance with Paragraph 3 of this Article shall be set forth in the Lookback Report to the Branch Manager and the Board, with a copy submitted to the Assistant Deputy Comptroller.
(5) Within thirty (30) days of receiving the Lookback Report of the Consultant, the Branches shall confirm the existence of suspicious activity and file Suspicious Activity Reports (“SARs”), in accordance with 12 C.F.R. § 21.11, for any previously unreported suspicious activity identified during this review.
(6) The Branch Manager and the Board shall review and, as appropriate, act to implement corrective actions to address the Consultant’s findings, observations and recommendations.
Lookback