Capture Sample Clauses
Capture. The Stockholder agrees:
(a) In the event that the Merger Agreement shall have been terminated under circumstances where Parent is entitled to receive a fee, Parent, as provided in this Section 4, shall be entitled to receive ninety percent (90%) of all Profit (as defined below) received by the Stockholder from the consummation of any Acquisition Proposal that is entered into (including by way of announcement of an intent to commence a tender or exchange offer) or consummated upon such termination or within 548 days thereafter (an "Alternative Transaction").
Capture. (a) In the event that any of the Stockholder's Shares are sold, transferred, exchanged, canceled or disposed of in connection with or as a result of any Acquisition Proposal that is in existence on or that otherwise has been made prior to the first anniversary of the Termination Date (an "Alternative Disposition") then, within five business days after the closing of such Alternative Disposition, the Stockholder shall tender and pay to, or shall cause to be tendered and paid to, the Parent, or its designee, in immediately available funds, 100% of the Profit realized from such Alternative Disposition. As used in this Section 3(a), "Profit" shall mean an amount equal to the excess, if any, of (i) the Alternative Transaction Consideration over (ii) the Current Transaction Consideration. As used in this Section 3, "Alternative Transaction Consideration" shall mean all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by the Stockholder and his Affiliates (excluding officers and directors of the Company and excluding any Obligated Affiliate of Stockholder) in connection with or as a result of such Alternative Disposition or any agreements or arrangements (including without limitation any employment agreement (except a bonafide employment agreement pursuant to which the Stockholder is required to devote, and under which Stockholder in good faith intends to devote, substantially all of his business time and effort to the performance of executive services for the Company in a manner substantially similar to Stockholder's current employment arrangements with the Company), consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement or release agreement) entered into, directly or indirectly, by the Stockholder or his Affiliates (excluding officers and directors of the Company and excluding any Affiliate of Stockholder which is a party to a Stockholder Agreement (an "Affiliate SA") of even date herewith with Parent, Sub and the Company in substantially the same form as this Agreement and which obligates such Affiliate to deliver to Parent any Profit recovered by such Affiliate as a stockholder of the Company (an "Obligated Affiliate")) as a part of or in connection with the Alternative Disposition or associated Acquisition Proposal. As used in this Agreement, "Current Transaction Consideration" shall mean the sum of (x) al...
Capture. 10.1 UCW may record, store and make available to students, video and audio recordings of instances of learning and teaching where the student may be present.
Capture. (a) For the purpose of production work and the facilitation of transfers to other not-for-profit Theatres only, there shall be no time limit on the capture of rehearsal or performance.
(b) It is intended that in permitting such capture, it shall be unobtrusive and neither the Actor nor the audience shall be disturbed in any manner.
(c) If possible, all Actors involved must be given notice at least 24 hours prior to the performance or rehearsal that is to be captured. The cast must be informed at the half hour call of the capture of an entire performance or any part thereof.
(d) A Stage Manager must be present at the captured performance and rehearsal. Rule 35. MEDIA: RECORDING & BROADCAST
Capture a. For the purposes of production work and the facilitation of transfers to other not-for-profit Theatres only, there shall be no time limit on the capture of rehearsal or performance.
b. It is intended that in permitting such capture, it shall be unobtrusive and neither the Director and/or Choreographer nor the audience shall be disturbed in any manner.
c. If possible, the Director and/or Choreographer must be given 24 hours’ notice of the capture of an entire performance or any part thereof.
Capture. The rules regarding audio and audio-visual capture shall be the rules set forth in the applicable provisions of the IMA. Payment of the Annual Media Commitment Payment does not entitle the Employer to more or different capture.
Capture. In the event that the Applicable Shares of Shareholder Group are sold, transferred, exchanged, canceled or disposed of in connection with or as a result of any Company Transaction Proposal that is in existence on, or that has been otherwise made prior to the Termination Date (an "Alternative Disposition") then, within five business days after the closing of such Alternative Disposition, Shareholder Group shall tender and pay to, or shall cause to be tendered and paid to, Purchaser (or its designee), in immediately available funds, the Profit realized from such Alternative Disposition, less any withholdings.
Capture. The Producer (or a third-party hired directly by the Producer) may Record material from the production for the purposes of promotion and publicity and as described in (2) Uses. Outside news and media/entertainment companies shall adhere to Rule 39(E) below.
Capture. (a) In the event that the transactions contemplated by the Arrangement Agreement are not consummated due to a breach of this Agreement by any Shareholder and any Subject Shares of a Shareholder are sold, transferred, exchanged, canceled or disposed of in connection with or as a result of any Alternative Transaction which is executed or consummated within twelve (12) months following the date that the Arrangement Agreement is terminated (an "Alternative Disposition") then, in addition to the remedies at law or equity for breach of this Agreement, on the closing of such Alternative Disposition, such Shareholder shall tender and pay to, or shall cause to be tendered and paid to, Subco (or its designee), in immediately available funds, all of the Profit (as defined below) realized by such Shareholder from such Alternative Disposition. Subject to Section 12(b), "Profit" shall mean an amount equal to the excess, if any, of (i) the Alternative Transaction Consideration (as defined below) over (ii) the Purchase Price. If the Alternative Transaction Consideration includes any consideration other than cash, such Shareholder may, if not prohibited from transferring any such consideration to Subco (or its designee), transfer, in lieu of cash, a pro rata portion (based on the proportion of the non-cash consideration to the aggregate consideration) of the Profit represented by such other forms of consideration. "
Capture. All parties will implement the necessary privacy notices and obtain appropriate consent from data subjects at the point at which personal data is captured, in order to adhere to the DPA principle of ‘fairly and lawfully’ processing data. These notices will inform the data subject that the information will be shared with the parties under this agreement and the purposes for which it will be shared.