Return of Consideration. Employee specifically recognizes and affirms that the non-competition obligations set out in Section 5.02 are material and important terms of the Agreement, and Employee further agrees that should all or any part of the non-competition obligations described in Section 5.02 be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in a legal proceeding between Employee and the Company, the Company shall be entitled to the immediate return and receipt from Employee of all consideration described in Section 5.01b, including interest on all amounts paid to Employee under Section 5.01b at the maximum lawful rate.
Return of Consideration. Grantee specifically recognizes and agrees that the covenants set forth in this Attachment A are material and important terms of this Agreement, and Grantee further agrees that should all or any part or application of SECTION 4.2 be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Grantee and the Company (despite, and after application of, any applicable rights to reformation that could add or renew enforceability), the Company shall be entitled to receive from Grantee the cash equivalent of the Market Value of all Shares paid to Grantee pursuant to the terms of this Agreement, which Market Value shall be determined as of the date of payment to Grantee pursuant to Section 4(a) of this Agreement. The return of consideration provided for in this SECTION 8 is in addition to the remedies for breach provided for in SECTION 7.
Return of Consideration. The Participant specifically recognizes and agrees that the covenants set forth in the Participant Covenants are material and important terms of this Agreement, and the Participant further agrees that should all or any part or application of SECTION 4.2 be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Participant and the Company (despite, and after application of, any applicable rights to reformation that could add or renew enforceability), the Company shall be entitled to receive from the Participant the cash equivalent of the Fair Market Value of all Shares paid to the Participant pursuant to the terms of this Agreement, which Fair Market Value shall be determined as of the date of payment or exercise, as the case may be, to the Participant pursuant to Section 4 of this Agreement. The return of consideration provided for in this SECTION 8 is in addition to the remedies for breach provided for in SECTION 7.
Return of Consideration. (a) If at any time a Participant breaches any provision of Section 3.6 or Section 3.10, then: (i) the Company shall cease to provide any further Severance Pay or other benefits under Section 3.2 or Section 3.3 and the Participant shall repay to the Company all Severance Pay and other benefits previously received under Section 3.2 or Section 3.3; (ii) all unexercised Company stock options under any Designated Plan (defined below) whether or not otherwise vested shall cease to be exercisable and shall immediately terminate; (iii) the Participant shall forfeit any outstanding restricted stock or other outstanding equity award made under any Designated Plan and not otherwise vested on the date of breach; and (iv) the Participant shall pay to the Company (A) for each share of common stock of the Company (“Common Share”) acquired on exercise of an option under a Designated Plan within the 24 months prior to such breach, the excess of the fair market value of a Common Share on the date of exercise over the exercise price, and (B) for each share of restricted stock that became vested under any Designated Plan within the 24 months prior to such breach, the fair market value (on the date of vesting) of a Common Share. Any amount to be repaid pursuant to this Section 3.7 shall be held by the Participant in constructive trust for the benefit of the Company and shall, upon written notice from the Company, within 10 days of such notice, be paid by the Participant to the Company with interest from the date such Common Share was acquired or the share of restricted stock became vested, as the case may be, to the date of payment, at 120% of the applicable six month short-term AFR. Any amount described in clauses (i), (ii) and (iii) that the Participant forfeits as a result of a breach of the provisions of Sections 3.6 or 3.10 shall not reduce any money damages that would be payable to the Company as compensation for such breach.
Return of Consideration. Employee understands that this Agreement is final and binding. Employee agrees not to challenge its enforceability. If Employee attempts to challenge the enforceability of this Agreement, he shall initially tender to the Company, by certified funds delivered to the Company, all monies and other value he receives pursuant to this Agreement, and shall invite the Company to retain such monies and agree with him to cancel this Agreement. In the event the Company accepts this offer, the Company shall retain such monies and this Agreement shall be cancelled. In the event the Company does not accept such offer, the Company shall so notify Employee, and shall place such monies in an interest-bearing escrow account pending resolution of the dispute as to whether this Agreement shall be set aside and/or otherwise rendered unenforceable.
Return of Consideration. Any portion of the Merger Fund ----------------------- representing Merger Consideration payable in respect of Dissenters' Shares (as defined in Section 4.3) for which appraisal rights have been perfected shall be returned to Parent, upon demand.
Return of Consideration. Grantee specifically recognizes and agrees that the covenants set forth in this Attachment A are material and important terms of this Agreement, and Grantee further agrees that should all or any part or application of SECTION 4.2 be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Grantee and the Company (despite, and after application of, any applicable rights to reformation that could add or renew enforceability), the Company shall be entitled to receive from Grantee the cash equivalent of the Market Value of all Shares paid to Grantee pursuant to the terms of this Agreement, which Market Value shall be determined as of the date of payment to Grantee pursuant to Section 4(a) of this Agreement. The return of consideration provided for in this SECTION 8 is in addition to the remedies for breach provided for in SECTION 7. ACCO Brands Restricted Stock Unit Award Agreement – February __, 2013
Return of Consideration. Employee understands and agrees that any violation by Employee of the terms of this Agreement will cause irreparable harm and damage to the Company and will seriously interfere with the purpose of this Agreement, which is to accomplish a full settlement and general release of any and all claims Employee has or may have against the Company. In the event of such violation by Employee, the Company shall have the right to seek and obtain injunctive relief and damages in any court of competent jurisdiction including the right to a return of the entire Consideration, plus any other damages proven, including reasonable attorney's fees and costs. Nothing in this paragraph shall prevent Employee from defending any claim of breach of this Agreement brought by the Company.
Return of Consideration. (i) If at any time the Executive willfully and materially breaches any of the covenants in this Section 19 (other than Section 19(b)) then, to the extent described in clauses (iv) and (v) of this Section 19(g): (1) WellPoint shall cease to pay any amount otherwise due under Section 14(d) and the Executive shall repay to WellPoint all amounts received under Section 14(d) (if any); (2) the Executive shall forfeit any unexercised stock options under any Designated Plan (defined below); (3) the Executive shall forfeit any restricted stock or other equity award made under any Designated Plan and outstanding on the date of breach; (4) the Executive shall forfeit and repay any gain realized by the Executive within the 24 months prior to such breach from any equity compensation award under any Designated Plan (including but not limited to the exercise of any stock option or the sale of any formerly restricted stock within such period regardless whether the equity award was made within such period); and (5) the Executive shall forfeit and repay to WellPoint the Replacement Ratio SERP Benefit to the extent provided for in Section 19(g)(v). A breach of the covenants of this Section 19 shall be deemed willful if such breach remains uncured to the extent curable after the Executive receives ten (10) days written notice of such breach from WellPoint (or in the case of the covenants described in Section 19(c), if the Executive has not completely ceased the activity constituting such breach within ten (10) days after the Executive receives written notice of such breach from WellPoint) and shall be deemed material if such breach is material whether or not the breach causes material financial harm to the Company. Any amount forfeited, or required to be repaid, pursuant to this Section 19(g) shall be paid by the Executive to WellPoint, upon written notice from the Compensation Committee of the Board, as promptly as reasonably possible but in no event later than 90 days after such notice, with interest from the date of initial receipt, exercise or vesting at the prime rate (as published in The Wall Street Journal) in effect as of such date plus two (2) percentage points; or, if less, then the maximum interest rate permitted by law.
Return of Consideration. At the Closing, each Party agrees to return to the other the consideration received by it in connection with the Merger Agreement as follows:
