Good Leaver. Notwithstanding the foregoing, subject to the Release Requirement, when a Grantee’s employment with the Company (or an Affiliate of the Company) terminates as a Good Leaver during either the 3rd or 4th Performance Year, any outstanding and unvested PSUs with respect to which the applicable Performance Hurdle for the Performance Year in which termination occurred has not been met as of the termination shall be eligible to vest if the applicable Performance Hurdle is met by the end of the Performance Year. For the avoidance of doubt, with respect to PSUs referenced in the preceding sentence, (i) if the Performance Hurdle is met for the Performance Year of termination, the PSUs eligible to vest in that year shall vest on a prorated basis by multiplying the eligible PSUs by a ratio equal to the number of days the Grantee was employed by the Company (or an Affiliate) during the Performance Year divided by 365, (ii) no PSUs shall be eligible for rollover to the next Performance Year, and (iii) such PSUs shall be deemed vested when, if ever, the applicable Performance Hurdle is met.
Good Leaver. If a Manager is deemed a Good Leaver, the Company or its designee(s) (including but not limited to the AGER Group), shall be entitled (but not obligated) to repurchase, redeem, cancel and/or acquire (a) the vested portion of such Manager's Class B Shares at a price equal to their Fair Market Value, and (b) the unvested portion of such Manager's Class B Shares at a price equal to the lesser of the original subscription cost and their Fair Market Value.(ii) Bad Leaver - If a Manager is deemed a Bad Leaver, the Company or its designee(s) (including but not limited to the AGER Group), shall be entitled (but not obligated) to repurchase, redeem and/or cancel all of such Manager's Class B Shares at a price equal to the lesser of the original subscription cost and their Fair Market Value.
Good Leaver. If the Shareholder’s Employment is terminated and the Shareholder is a Good Leaver, ATDS, the Company (or its designee) shall have the option, but not the obligation, to repurchase such portion of the Shareholder’s Shares as is determined in accordance with the table below at a price per Share equal to the purchase price of such Share (calculated by dividing the Purchase Price for all Shares by the number of Shares being acquired pursuant to this clause) as of the date such Shareholder is provided with a written notice requiring the repurchase of his Shares. 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. Date on which the Shareholder’s Employment terminates if he is a Good Leaver % of Shareholder’s Shares ATDS, the Company (or its designee) may repurchase On or before the first anniversary of the Anniversary Date 100% After the first anniversary of the Anniversary Date but on or before the second anniversary of the Anniversary Date 75% After the second anniversary of the Anniversary Date but on or before the third anniversary of the Anniversary Date 50% After the third anniversary of the Anniversary Date but on or before the fourth anniversary of the Anniversary Date 25%
Good Leaver. If the Executive is a Good Leaver, then at any time on or after the Executive’s Termination Date, the Company or the Xxxx Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and, subject to the proviso below in this Section 9(b)(i), the entire portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv), provided that, the Executive (or any of his Permitted Transferees, if applicable) shall be permitted for a period of 12 months from the Executive’s Termination Date (the “Post Termination Period”) to retain any of the Unvested Performance Vesting Incentive Securities (the “Unvested Post-Termination Securities”). If during the Post Termination Period, the Performance Threshold is achieved in connection with a Change in Control or Public Offering, the Unvested Post-Termination Securities shall become Vested Securities (and shall, for the avoidance of doubt, be treated as Vested Securities for all purposes of this Agreement). If, however, the Performance Threshold is not achieved during the Post Termination Period, after the expiration of such period, the Unvested Post-Termination Securities shall no longer be capable of vesting and may be purchased at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv).
Good Leaver. If the Executive’s Termination is the result of (A) the Executive’s Termination by the Company and its Subsidiaries without Cause, (B) the Executive’s death or Disability, (C) the Executive’s Termination for Good Reason or (D) the Executive’s Termination without Good Reason after the third anniversary of the Closing, the Company or the Xxxx Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and the portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 8(iv).
Good Leaver. The Articles of Association, in accordance with the Spanish Civil Code provide the relevant procedure, conditions and obligations in case a Shareholder voluntary offers his Shares for sale. Perpetual article Any future shareholder is obliged to enter into this agreement in respect of any acquisition of less than 100% of the outstanding share capital of the Company.
Good Leaver. If clause 10.1(a)(i) applies and the Defaulting Shareholder (or the Defaulting Shareholder's Relevant Employee) is a Good Leaver, the Defaulting Shareholder will be entitled to receive the price per share determined as follows:
Good Leaver. The Employee shall qualify as a Good Leaver in case their Company departure is instigated by any of the following events: • The Employee’s employment with the Company ends following mutual agreement with the Company; • The Employee becomes redundant; • The Employee passes away, or becomes incapacitated, due to an event outside of their control, to an extent that does not allow the Employee to continue working. The consequence shall be as follows: • The Company shall have the right to repurchase any Vested Shares from the Employee against their Fair Market Value upon the Leaver event, as determined in line with Clause 13 [Valuation] of this Agreement; • The purchase price following from the point above, shall be payable upon an Exit Event as defined in Clause 11 [Exit Events], or after 5 years from the Leaver event, whichever comes first; • If the Share Value upon said Exit Event should be lower than the established Fair Market Value upon the Leaver event, the Vested Share pay-out shall be adjusted downward accordingly to ensure that early Leavers do not obtain a higher Exit price than non-Leaving Employees; • Alternatively, the Company may pass on their Right to Repurchase and allow the Employee to keep their Vested Shares, notwithstanding any Restrictions on their Transferability as laid out in this Agreement; • The Company shall have the right to repurchase any Unvested Chares from the Employee against their Nominal Value.
Good Leaver. If the Contract of the Entitled Person is terminated during the Vesting Period (but after elapse of the Cliff Period) due to one of the following reasons, then the Entitled Person becomes a “Good Leaver” and the vesting of the Share Option shall end as at the date of termination of the Contract, with the Entitled Person being entitled to exercise the part of the Share Option that had vested prior to the termination of the Contract in accordance with this Agreement (provided that the Share Option becomes exercisable in accordance with clause 4.1 below):
Good Leaver on termination of Xxxx for any reason other than for cause under Clause 42(a) above, or in the event of Joel’s full resignation from the Company:
