Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Prohibited Conduct Restatements clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Prohibited Conduct Restatements. (a) Consequences of Prohibited Conduct. In consideration of and as a condition to the grant of the Award, the Recipient agrees to not engage in Prohibited Conduct (as defined in Section 2(b)). If the Company determines that the Recipient has engaged in any Prohibited Conduct, then: (i) The Recipient shall immediately forfeit all outstanding RSUs awarded pursuant to this Agreement and shall have no right to receive the underlying shares; and (ii) If the Payment Date for any RSUs has occurred, and... the Company determines on or before the first anniversary of a Vesting Date for such RSUs that the Recipient has engaged in Prohibited Conduct, the Recipient shall repay and transfer to the Company the number of shares of Common Stock issued to the Recipient under this Agreement on that Payment Date (the "Forfeited Shares") and a cash payment equal to the applicable withholding taxes. If any Forfeited Shares have been sold by the Recipient prior to the Company's demand for repayment, the Recipient shall repay to the Company 100% of the proceeds of such sale or sales and a cash payment equal to the applicable employer withholding taxes paid on the Payment Date. The Company may, in its sole discretion, reduce the amount to be repaid by the Recipient to take into account the tax consequences of such repayment for the Recipient. (b) Prohibited Conduct. For purposes of this Agreement, Prohibited Conduct means that the Recipient has violated any restrictive covenant contained in the Employment Agreement. (c) Restatement of Financial Statements. In addition to the other provisions in this Section 2, this Agreement, the RSUs and any shares issued under the RSUs shall be subject to any policies of the Company in effect on the Grant Date or adopted by the Company at any time thereafter that provide for forfeiture of the RSUs and recoupment of any shares issued under the RSUs or of any gain received by the Recipient in connection with the sale of shares received in settlement of RSUs in the event of any restatement of the Company's financial statements. (d) Determinations. The Committee shall, in its sole discretion, make all determinations regarding this Section 2, including whether any Prohibited Conduct has occurred, and the determinations by the Committee shall be final and binding on all parties.View More
Prohibited Conduct Restatements. (a) Consequences of Prohibited Conduct. In consideration of and as a condition to the grant of the Award, the Recipient agrees to not engage in Prohibited Conduct (as defined in Section 2(b)). If the Company determines that the Recipient has engaged in any Prohibited Conduct, then: (i) The then the Recipient shall immediately forfeit all outstanding RSUs awarded pursuant to this Agreement and shall have no right to receive the underlying shares; and (ii) If the Payment Date for any RSUs has occu...rred, and the Company determines on or before the first anniversary of a Vesting Date for such RSUs that the Recipient has engaged in Prohibited Conduct, the Recipient shall repay and transfer to the Company the number of shares of Common Stock issued to the Recipient under this Agreement on that Payment Date (the "Forfeited Shares") and a cash payment equal to the applicable withholding taxes. If any Forfeited Shares have been sold by the Recipient prior to the Company's demand for repayment, the Recipient shall repay to the Company 100% of the proceeds of such sale or sales and a cash payment equal to the applicable employer withholding taxes paid on the Payment Date. The Company may, in its sole discretion, reduce the amount to be repaid by the Recipient to take into account the tax consequences of such repayment for the Recipient. shares. (b) Prohibited Conduct. For purposes of this Agreement, Prohibited Conduct means that the Recipient has violated any restrictive covenant contained in the Employment Agreement. (c) Restatement of Financial Statements. In addition to the other provisions in this Section 2, this Agreement, the RSUs and any shares issued under the RSUs shall be subject to any policies of the Company in effect on the Grant Date or adopted by the Company at any time thereafter that provide for forfeiture of the RSUs and recoupment of any shares issued under the RSUs or of any gain received by the Recipient in connection with the sale of shares received in settlement of RSUs in the event of any restatement of the Company's financial statements. (d) Determinations. The Committee shall, in its sole discretion, make all determinations regarding this Section 2, including whether any Prohibited Conduct has occurred, and the determinations by the Committee shall be final and binding on all parties. View More
Prohibited Conduct Restatements. (a) Consequences of Prohibited Conduct. In consideration of and as a condition to the grant of the Award, the Recipient agrees to not engage in Prohibited Conduct (as defined in Section 2(b)). If the Company determines that the Recipient has engaged in any Prohibited Conduct, Conduct (as defined in Section 2(b)), then: (i) The Recipient shall immediately forfeit all outstanding RSUs awarded pursuant to this Agreement and shall have no right to receive the underlying shares; Shares; and (ii) If t...he Payment Date for any RSUs has occurred, and the Company determines that Prohibited Conduct occurred on or before the first anniversary of a the Vesting Date for such RSUs that the Recipient has engaged in Prohibited Conduct, those RSUs, the Recipient shall repay and transfer to the Company (A) the number of shares of Common Stock Shares issued to the Recipient under this Agreement on that Payment Date (the "Forfeited Shares") and a Shares"), plus (B) the amount of cash payment equal to the applicable withholding taxes. taxes paid by withholding Shares (if any) from the Recipient on the respective Payment Date. If any Forfeited Shares have been sold by the Recipient prior to the Company's demand for repayment, the Recipient shall repay to the Company (A) 100% of the proceeds of such sale or sales and a sales, plus (B) the amount of cash payment equal to the applicable employer withholding taxes paid by withholding Shares (if any) from the Recipient on the respective Payment Date. The Company may, in its sole discretion, reduce the amount to be repaid by the Recipient to take into account the tax consequences of such repayment for the Recipient. (b) Prohibited Conduct. For purposes Each of this Agreement, Prohibited Conduct means the following constitutes "Prohibited Conduct": (i) During the Recipient's employment or service with the Company or at any time after Termination for any reason, the Recipient, in violation of any Company policies or agreements with the Company, discloses or misuses any of the Company's trade secrets or other confidential information regarding the Company, including without limitation, matters relating to cost data, formulas, patterns, compilations, programs, devices, methods, techniques, processes, manufacturing processes, business strategy and plans, customer information, pricing information, supplier information, the Company's policies and procedures and other financial data of the Company. (ii) During the Recipient's employment or service with the Company or at any time during the two-year period following Termination for any reason, the Recipient: (A) directly or indirectly competes with the Company, accepts employment with any entity that directly or indirectly competes with the Company or otherwise approaches, solicits or accepts business from any customer, supplier or vendor of the Company in direct or indirect competition with the Company; (B) approaches, counsels or attempts to induce any person who is then in the employ of the Company to leave his or her employ; or employs or attempts to employ any such person or any person who at any time during the preceding twelve (12) months was in the employ of the Company; or (C) aids, assists or counsels any other person, firm or corporation to do any of the above. (iii) During the Recipient's employment or service with the Company or at any time during the two-year period following Termination for any reason, the Recipient has violated (A) engages in any restrictive covenant contained conduct related to the Recipient's employment or service with the Company for which either criminal or civil penalties against the Recipient may be sought or (B) engages in any act of embezzlement, fraud or dishonesty involving the Employment Agreement. Company. (c) Restatement of Financial Statements. In addition to the other provisions in this Section 2, this Agreement, or the Plan, the RSUs and any shares Shares issued under the RSUs shall be subject to any policies of the Company in effect on the Grant Date or adopted by the Company at any time thereafter that provide for forfeiture of the RSUs and recoupment of any shares Shares issued under the RSUs or of any gain received by the Recipient in connection with the sale of shares Shares received in settlement of under the RSUs in the event of any restatement of the Company's financial statements. (d) Determinations. The Committee shall, in its sole discretion, make all determinations regarding this Section 2, including whether any Prohibited Conduct has occurred, and the determinations by the Committee shall be final and binding on all parties. (e) Company and its Affiliates. All references in this Section 2 to the Company shall include the Company and any of its Subsidiaries and Affiliates. View More
