Example ContractsClausesAlternative Calculations and Payment on Early Termination and on Certain Extraordinary Events
Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events
Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events contract clause examples

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If # an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or # the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of # a Nationalization, Insolvency or Merger Event in which the consideration to be paid to all holders of Shares consists solely of cash, # a Merger Event or Tender Offer that is within Counterparty’s control, or # an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in [Section 5(a)(iii), (v), (vi), (vii) or (viii)])])])])] of the Agreement or a Termination Event of the type described in [Section 5(b)] of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to [Section 6(d)(ii) and 6(e)])] of the Agreement (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below) unless # Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, # as of the date of such election, Counterparty represents that is not in possession of any material non-public information regarding Counterparty or the Shares, and that such election is being made in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and # Dealer agrees, in its sole discretion, to such election, in which case the provisions of [Section 6(d)(ii) and 6(e)])] of the Agreement, as the case may be, shall apply.

termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto.

any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if # an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options, # Counterparty were the sole Affected Party with respect to such Additional Termination Event and # the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount payable with respect to such termination shall not be greater than # the Applicable Percentage, multiplied by # the Affected Number of Options, multiplied by (3) (x) the sum of (

an amount equal to the average (calculated at the sole discretion of the Company) of bonuses paid or payable, including any amounts that were deferred, in respect of the three (3) fiscal years immediately preceding the fiscal year in which the effective date of termination occurs, times the number of years, rounded to the nearest tenth, remaining in the then-current Renewal Term, but not to exceed two and nine-tenths (2.9).

under this Agreement that is made later than 2-1∕2 months following the end of the year that contains the Termination Date is intended to be exempt from [Section 409A] under the two-times exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation. Then, each payment that is made after the two-times exception ceases to be available shall be subject to delay, as necessary, as specified below.

Additional Benefits. In the event of a termination triggering payments under Sections 5(f) or 5(g) above, the Employee shall be entitled to the following additional benefits:

Payment by Counterparty. In the event that, following payment of the Premium, # an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under [Section 5(a)(ii) or 5(a)(iv)])] of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under [Section 6(e)] of the Agreement, or # Counterparty owes to Dealer, pursuant to [Section 12.7] or [Section 12.9] of the Equity Definitions, an amount calculated under [Section 12.8] of the Equity Definitions, such amount shall be deemed to be zero.

Any amount (the “Early Termination Amount”) payable to one party (the “Payee”) by the other party (the “Payer”) under [Section 6(e)], in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under [Section 5(b)(iv)] has occurred, will, at the option of the party (“X”) other than the Defaulting Party or the Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be reduced by its set-off against any amount(s) (the “Other Agreement Amount”) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer, irrespective of the currency, place of payment or booking office of the obligation, under any other agreement(s) between the Payee or any Affiliate of the Payee and the Payer or any Affiliate of the Payer or instrument(s) or undertaking(s) issued or executed by one party or any Affiliate thereof to, or in favor of, the other party or any Affiliate thereof (and the Other Agreement Amount will be discharged promptly and in all respects to the extent it is so set-off). X will give notice to the other party of any set-off effected under this [Section 6(f)].

Other Payments and Benefits. In addition to the Termination Benefits, the Company agrees to provide the following payments and benefits to Employee:

Within thirty (30) days following the Executive’s termination of employment, [[Financial Institutions:Organization]] will notify the Executive in writing: # whether the payments and benefits under this Agreement, when added to any other payments and benefits making up the Total Payments, exceed an amount equal to 299% of the Executive’s “base amount” as defined in Section 280G(b)(3) of the Code (the “299% Amount”); and # the amount that is equal to the 299% Amount.

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