Clawback Right definition

Clawback Right has the meaning set forth in Section 5.1.
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Clawback Right means the right of a Vendor under the terms of a Royalty Agreement to convert a Royalty in whole or in part into some other interest, including:
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Clawback Right the right of AB, exercisable by written notice within 28 days after the date on which an individual ceases employment with the AB Group for any reason, to require the individual to pay the EMI Option Clawback Amount or the Good Reason Leaver Clawback Amount, by means of setting off such amount against the after-tax amount of any salary, profit share bonus or other payment due by the AB Group to such individual or from the proceeds of any award over AB Shares held by or beneficially owned by such individual or the sale of AB Shares subject to such award or, in the absence of such set-off being possible, by demanding payment of the EMI Option Clawback Amount or the Good Reason Leaver Clawback Amount in cash within 14 days after notice of such demand is received by the individual;
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Examples of Clawback Right in a sentence

  • The Clawback Right granted under this Section may be exercised by a Series C Majority delivering written notice (a "CLAWBACK EXERCISE NOTICE") to ManagerCo, together with a certified check or bank cashier's check for not less than the Clawback Price, not later than the date one (1) year after the first date that ManagerCo shall give written notice to each Holder of the occurrence of an Event of Default.

  • Following the occurrence of an Event of Default under Section 0, the Clawback Right granted hereunder shall be deemed to have been automatically exercised immediately as of the time of such Event of Default.

  • In the event of the declaration of a share dividend, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Focus Shares, the Clawback Right under this 0 shall apply mutatis mutandis to any new, substituted or additional securities that by reason of such transaction are distributed with respect to any Focus Share, or into which such Focus Share thereby becomes convertible.


More Definitions of Clawback Right

Clawback Right has the meaning set forth in Section 5.3(i).
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Clawback Right has the meaning set forth in Section 5.1. “Common Shares” means the common stock of EVERTEC, par value $1.00 per share (or the common stock of any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries). “Commonwealth” means the Commonwealth of Puerto Rico. “Control Acquirer” has the meaning set forth in Section 10.7(a). “Confidential Information” has the meaning set forth in the MSA. “Control,” and the correlative terms “Controlling” and “Controlled,” means the possession, direct or indirect, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Closing” shall have the meaning set forth in the Recitals. “Cured Service” has the meaning set forth in Section 5.1. “Deposit Account” has the meaning set forth in the MBESA. “Deposit Bundle” has the meaning set forth in Section 2.1. “Deposit Materials” means the software (including all source and object code forms) and related documentation, libraries, files, scripts, databases, specifications, tools, database schema, designs, and other tangible embodiments of technology and documentation therefor, the intellectual property rights of which are owned by EVERTEC, its successors or assigns and used either (i) by Popular or any of its Affiliates in any of their respective businesses; or (ii) by or on behalf of EVERTEC in providing services under the MSA to or on behalf of Popular (or any of its Affiliates that receives services under the MSA), excluding the software and other technology used only in the Merchant Acquiring Business, the TicketPop Business, and the ATH Network Business (as “Merchant Acquiring Business”, “TicketPop Business” and “ATH Network Business” are defined in the Merger Agreement). For the avoidance of doubt, Deposit Materials do not include any materials to the extent that the intellectual property rights therein are licensed by EVERTEC from a third party. “Drag-Along Transaction” has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.
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Clawback Right has the meaning set forth in Section 3.2(c).
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Clawback Right shall have the meaning ascribed to this term in ‎Section 2.02(b). “Clawback Shares” shall be 4,435,344 Company Class A Ordinary Shares, multiplied by a fraction, the numerator of which is the Net Operating Loss suffered from the Transferred Business for the fiscal year ending December 31, 2021 based on the Audited Financial Statements and the denominator of which is US$10,000,000, rounded to the nearest whole number; provided that if the Net Operating Loss suffered from the Transferred Business then operated by the Company for the fiscal year ending December 31, 2021 exceeds US$10,000,000, then the maximum Clawback Shares shall be 4,435,344 Company Class A Ordinary Shares.
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Clawback Right has the meaning set forth in Section 5.1 “Confidential Information” has the meaning set forth in the MSA. “Control,” and the correlative terms “Controlling” and “Controlled,” means the possession, direct or indirect, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Closing” shall have the meaning set forth in the Recitals. “Cured Service” has the meaning set forth in Section 5.1. “Deposit Account” has the meaning set forth in the MBESA. “Deposit Bundle” has the meaning set forth in Section 2.1. “Deposit Materials” means the software (including all source and object code forms) and related documentation, libraries, files, scripts, databases, specifications, tools, database schema, designs, and other tangible embodiments of technology and documentation therefor, the intellectual property rights in which are owned by EVERTEC and used either (i) by Popular or any of its Affiliates in any of their respective businesses; or (ii) by or on behalf of EVERTEC in providing services under the MSA to or on behalf of Popular (or any of its Affiliates that receive services under the MSA), excluding the software and other technology used only in the Merchant Acquiring Business, the TicketPop Business, and the ATH Network Business (as “Merchant Acquiring Business”, “TicketPop Business” and “ATH Network Business” are defined in the Merger Agreement). For the avoidance of doubt, Deposit Materials
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Clawback Right has the meaning set forth in Section 8.06(b).
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Related to Clawback Right

  • Clawback Policy is defined in Section 14.

  • Clawback Eligible Incentive Compensation means all Incentive-based Compensation Received by an Executive Officer (i) on or after the effective date of the applicable Nasdaq rules, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).

  • Clawback Amount means the “Clawback Amount” and the “Interim Clawback Amount,” both as defined in Article One of the BREP VII Partnership Agreement, and any other clawback amount payable to the limited partners of BREP VII or to BREP VII pursuant to any BREP VII Agreement, as applicable.

  • Clawback Period means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.

  • Grant Award The Provider is required to match the grant award as required in the rules implementing the Federal Victims of Crime Act. Match contributions equal to 20 percent (cash or in-kind) of the total cost of each VOCA project (VOCA grant funds plus match contributions) must be reported monthly to the OAG. All funds designated as match contributions are restricted in the same manner and to be expended for the same uses as the VOCA victim assistance grant funds and must be expended within the grant period. Unless otherwise approved by the OAG, match contributions must be reported on a monthly basis in an amount consistent with the amount of funding requested for reimbursement.

  • 3(i) Award means an Award granted pursuant to Section 3(i) of the Ordinance to any person who is a Non- Employee.

  • incentive plan award means compensation awarded, earned, paid, or payable under an incentive plan;

  • LTIP Award means each or any, as the context requires, LTIP Award issued under any Equity Incentive Plan.

  • Phantom Stock Award means an Award granted under Paragraph X of the Plan.

  • Equity Award means stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or any other form of award that is measured with reference to the Stock.

  • Clawback means the obligation to repay amounts to a Member of the CFG Group by an individual in accordance with rule 4 as the Committee considers appropriate;

  • Company Incentive Plan shall have the meaning assigned to it in Section 1.7 hereof.

  • Prior Plan Award means an award outstanding under the Prior Plan as of the Effective Date.

  • the award , except in sub-paragraph (2), means—

  • Incentive Award means the right to receive a cash payment to the extent Performance Goals are achieved, and shall include “Annual Incentive Awards” as described in Section 10 and “Long-Term Incentive Awards” as described in Section 11.

  • Deferred Stock Award means Awards granted pursuant to Section 8.

  • Bonus Stock Award means an award of Bonus Stock under this Plan.

  • Section 162(m) Award means a Performance Award granted under Section 6(k)(i) to a Covered Employee that is intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m).

  • Performance Compensation Award means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

  • Stock Right means an Award under Article VI of the Plan. A Stock Right may be either a Stock Appreciation Right or a Limited Stock Appreciation Right.

  • Phantom Unit means a notional Unit granted under the Plan which upon vesting entitles the Participant to receive, at the time of settlement, a Unit or an amount of cash equal to the Fair Market Value of a Unit, as determined by the Committee in its sole discretion.

  • RSU Award or “RSU” means an Award of restricted stock units representing the right to receive an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

  • Long-Term Incentive Award means an Award described in Section 6(g) hereof that is based upon a period in excess of one year.

  • Performance Stock Award means a Stock Award granted under the terms and conditions of Section 6(c)(i).

  • Performance Share Award means an Award entitling the recipient to acquire shares of Stock upon the attainment of specified Performance Goals.

  • Parent Award means the Electrical Electronic and Communication Contracting Industry (State) Award.