Bad Leaver. If the Shareholder’s Employment is terminated and the Shareholder is a Bad Leaver, ATDS, the Company (or its designee) shall have the option, but not the obligation, to repurchase all or any portion of such Shareholder’s Shares at a price per Share equal to the lower of (i) the Purchase Price of such Shares; and (ii) the amount understanding under the Promissory Note at the time such shareholder’s employment is terminated. 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.
Bad Leaver. If the Executive’s Termination is the result of the Executive’s Termination by the Company or one of its Subsidiaries occurring for Cause, then on or after the Executive’s Termination Date, the Company or the Xxxx Investors, as applicable, may purchase all of the Incentive Securities (including both Vested Securities and Unvested Securities) at the lower of Fair Market Value and their Original Cost in accordance with the procedures set forth below.
Bad Leaver. If (i) the Executive’s Termination is the result of the Executive’s Termination by the Company or one of its Subsidiaries for Cause or the Executive’s Termination without Good Reason on or prior to the third anniversary of the Closing, or (ii) the Executive materially breaches any of the covenants included in Exhibit E and does not cure such breach within 15 days of written notice from the Company or the Company becomes aware of the Executive’s Executive wilful breach of any of the covenants included in Exhibit E (a “Covenant Breach”) then on or after the Executive’s Termination Date in the case of clause (i) or on or after the Covenant Breach in the case of clause (ii), the Company or the Xxxx Investors, as applicable, may purchase all of the Incentive Securities (including both Vested Securities and Unvested Securities) at the lower of Fair Market Value and their Original Cost in accordance with the procedures set forth below and, for the avoidance of doubt, the portion (if any) of the balance of the special reserve account attributable to the Executive’s vested Incentive Securities (and any vested Incentive Securities of any Permitted Transferee thereof) shall be forfeited and paid to the Company.
Bad Leaver. If a Participant’s Service is terminated by the Company for Cause at any time or by the Participant without Good Reason before the third anniversary of the Grant Date, then all Phantom Units, whether vested or unvested, shall be automatically and immediately forfeited for no consideration.
Bad Leaver. Without limiting clause 17.
Bad Leaver. The Employee shall qualify as a Bad Leaver in case their Company departure is instigated by any of the following events: • Termination of the Employment by the Company on legal grounds, such as fraud, gross misdonduct, or breaches of authority or agreements; • Violation by the Employee of the Employment Agreement, such as the Noncompete, Confidentiality or Non-Poaching Clause; • Failure of the Employee to meet certain targets prior to termination by mutual agreement or any other bad- case Settlement Agreement situation, or; • Voluntary Resignation by the Employee. The consequence shall be as follows: • The Company shall have the right to repurchase any Vested and Unvested Shares against their Nominal Value. Exit Provisions [Employee is with Company upon Exit Event]
Bad Leaver. In the event that the Participant's employment relationship with the Company ends because he has become Bad Leaver (i.e. dismissal for an urgent reason such as a material breach of the Participant's Employment Agreement or the Employee Stock Option Agreement, or similar reasons determined by the Company):
Bad Leaver. (i) In the event that Xxxxxxx ceases to be an Employee as a Bad Leaver during an Earnout Period, Xxxxxxx shall only be entitled such percentage of any Earnout Payment which would otherwise be payable to him under this Section 2.04 as is equal to the percentage (rounded to the nearest two decimal places) as calculated using the formula below
Bad Leaver. In the event that the Holder's position as CEO terminates as a result of a Bad Leaver Scenario, a three months' Exercise Period shall commence on the date of the resignation, where the Holder shall be entitled to exercise vested, non-exercised Warrants. Warrants not exercised by the Holder during this Exercise Period shall lapse without further notice and without any compensation.
Bad Leaver. If the Executive’s Termination is the result of the Executive’s Termination by the Company or one of its Subsidiaries occurring for Cause, then on or after the Executive’s Termination Date, the Company or the Xxxx Investors, as applicable, may purchase all of the Incentive Securities (including both Vested Securities and Unvested Securities) at the lower of Fair Market Value and their Original Cost in accordance with the procedures set forth below and the portion (if any) of the balance of the Catch up Amount attributable to the Executive’s vested Incentive Securities (and any vested Incentive Securities of any Permitted Transferee thereof) shall be forfeited and retained by the Company.
