Equity Clawback Sample Clauses

Equity Clawback. 11 Euroclear........................................................... 11
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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. 35 Section 3.8. Limitations. ................................................ 36
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:
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)
Equity Clawback. Upon settlement or adjudication of any claim for indemnification brought by Purchaser against Seller and/or Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx and without any action required on the part of Seller or Xxxxxxxxxx. For purposes of this Section 5.3, each of Seller and Xxxxxxxxxx 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. 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 Xxxxxxx (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 Xxxxxxx 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 Xxxxxxx and without any action required on the part of Xxxxxxx. 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...
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Equity Clawback. Prior to April 1, 2015, up to 35% at 106.375% plus accrued and unpaid interest Make-whole: Make-whole call at T+50 bps prior to April 1, 2017 Optional redemption: On and after April 1, 2017, at the prices set forth below (expressed as percentages of the principal amount), plus accrued and unpaid interest: Year Percentage 2017 103.188 % 2018 102.125 % 2019 101.063 % 2020 and thereafter 100.000 % Change of control: Putable at 101% of principal plus accrued and unpaid interest Trade date: Xxxxx 0, 0000 Xxxxxxxxxx: T+ 7; March 19, 2012 It is expected that delivery of the Notes will be made against payment therefor on or about March 19, 2012, which is the seventh business day following the date hereof (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next succeeding three business days will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing or the next three business days should consult their own advisors. CUSIP: 22282E AE2 ISIN: US22282EAE23 Denominations/Multiple: $2,000 x $1,000 Ratings (Xxxxx’x/S&P/Fitch): [Intentionally Omitted] Joint Book-Running Managers: Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx Xxxxx, Pierce, Fenner, & Xxxxx Incorporated Barclays Capital Inc. Credit Agricole Securities (USA) Inc. X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. Senior Co-Managers: HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. TD Securities (USA) LLC Co-Managers: Avondale Partners, LLC Wedbush Securities Inc. Xxxxxxxxxx Securities, Inc.
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.

Related to Equity Clawback

  • Clawback Policy The Stock Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Stock Units or any shares of Common Stock or other cash or property received with respect to the Stock Units (including any value received from a disposition of the shares acquired upon payment of the Stock Units).

  • Equity Incentive Plan Employee will continue to be eligible to receive equity incentives pursuant to the Executive Compensation Plan. All awards pursuant to the Executive Compensation Plan shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or any similar plan, and any award agreement with respect to such award. The vesting, exercisability and termination provisions regarding such awards shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or other similar plan pursuant to which the award was made, and the corresponding award agreement.

  • Equity Incentive Plans Each stock option granted by the Company under the Company’s equity incentive plan was granted (i) in accordance with the terms of the Company’s equity incentive plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s equity incentive plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Clawback (a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

  • Clawback Rights The Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “Clawback Benefits”) shall be subject to “Clawback Rights” as follows: during the period that the Executive is employed by the Parent and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any financial results from which any Clawback Benefits to the Executive shall have been determined, the Executive agrees to repay any amounts which were determined by reference to any Parent financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the Parent’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Parent and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee following a publicly announced restatement, the Parent shall have the right to take any and all action to effectuate such adjustment. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith and in accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the Clawback Rights shall be final and binding on the Parent and the Executive. The Clawback Rights shall terminate following a Change of Control as defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Parent with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (“Dxxx-Xxxxx Act”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dxxx-Xxxxx Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the Dxxx-Xxxxx Act and such rules and regulations as hereafter may be adopted and in effect.

  • Equity Incentive Subject to the terms of any applicable agreement, [a] the Executive may exercise any outstanding stock options that are vested when the Executive became Disabled and [b] those that would have been vested on the last day of the fiscal year during which the Executive becomes Disabled if the Executive had not become Disabled.

  • Equity-Based Awards For each calendar year during the Term, the Executive shall be eligible to participate in and receive equity-based awards under the Company’s 2014 Stock Incentive Plan, and any and all successor or replacement plans as may be determined by the Board or the Committee (collectively, “Incentive Plan”).

  • Equity Incentive Awards Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board. In the event of a Change of Control (as defined in the Redwood Trust, Inc. Executive Deferred Compensation Plan) in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Equity Incentives To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof.

  • Clawback Provisions Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

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