Cutback Clause Samples
A Cutback clause limits the amount of benefits or payments a party can receive under a contract to ensure compliance with applicable laws or to avoid adverse tax consequences. In practice, this clause may reduce or cap certain payments, such as severance or bonuses, if providing the full amount would trigger penalties, violate regulations, or result in unfavorable tax treatment. Its core function is to protect both parties from unintended legal or financial liabilities by automatically adjusting contractual obligations to remain within legal or regulatory boundaries.
POPULAR SAMPLE Copied 1 times
Cutback. If the lead managing underwriter of an offering covered by Section 1(a) shall advise Buyer in writing on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Common Stock (including Subject Stock) requested to be included in such registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Common Stock being offered, then Buyer will include in such registration:
(i) in the case of a Buyer Registration, first, any shares proposed to be offered by Buyer; second, Subject Stock requested to be registered by Seller; and third, any other shares requested by other stockholders of Buyer to be included in such registration; and Table of Contents
(ii) in the case of a Third Party Demand Registration, first, any shares proposed to be offered by the stockholder or stockholders exercising their right to cause Buyer to proceed with such Third Party Demand Registration (the ‘‘Initiating Third Party Holders’’), second, any shares proposed to be offered by Buyer, and third, Subject Stock requested to be registered by Seller; and fourth, any other shares requested by other stockholders of Buyer to be included in such registration; provided, however, that in the event Buyer will not, by virtue of the foregoing cutback mechanism, include in any such registration all of the Subject Stock requested to be included in such registration, Seller may, upon written notice to Buyer given within three (3) days of the ▇▇▇▇ ▇▇▇▇▇▇ is first notified of such matter, reduce the amount of Subject Stock Seller desires to have included in such registration, whereupon only the Subject Stock, if any, Seller desires to have included will be considered for such inclusion.
Cutback. If, as a result of the proration provisions of this Section 1.4, any designated Holders shall not be entitled to include all Registrable Securities in a Piggyback registration that such Designated Holders has requested to be included, such holder may elect to withdraw his request to include Registrable Securities in such registration but the Company shall be required to reimburse such holder for the fees and expenses referred to in Section 1.7(b) hereof incurred by such holder prior to such withdrawal.
Cutback. (i) With respect to any Demand Registration for an underwritten offering, any Company Initiated Resale Registration for an underwritten offering, any Underwritten Shelf Take-Down, in each case that does not include Issuer Unit Equivalents being sold for the account of the Company, or any other registration for an underwritten offering that does not include Issuer Unit Equivalents being sold for the account of the Company, if the IM Underwriter or Company Underwriter, as applicable, advises the Company in its good faith opinion that the amount of Registrable Securities requested to be included in such registration, including Registrable Securities requested to be included pursuant to SECTION 2.2, exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, then the Company will reduce the Registrable Securities to be included in such offering pro rata based on the amount of Issuer Units owned by each Holder requesting to include Registrable Securities in such registration under any of SECTION 2.1, SECTION 2.2 or SECTION 2.5.
(ii) With respect to any Demand Registration for an underwritten offering, any Company Initiated Resale Registration for an underwritten offering or any Underwritten Shelf Take-Down that does include Issuer Unit Equivalents being sold for the account of the Company, if the IM Underwriter or Company Underwriter, as applicable, advises the Company in its good faith opinion that the amount of Issuer Unit Equivalents being sold for the account of the Company together with the Registrable Securities requested by the Holders to be included in such registration, including Registrable Securities requested to be included pursuant to SECTION 2.2, exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Issuer Unit Equivalents and Registrable Securities being offered, then the Company will reduce the Issuer Unit Equivalents and Registrable Securities to be included in such offering by (i) first only including the total number of Registrable Securities of the Holders in such offering with each such Holder entitled to include its pro rata share based on the number of Issuer Units that are owned by such Holder and constitute Registrable Securities and (ii) second, to the extent that all Registrable Securities of the Holders can be included, then only including the total number of Issuer Unit Equivalents being sold for th...
Cutback. In connection with filing the Registration Statement pursuant to Section 5.1 hereof, the obligations of the Company set forth in this Article V are subject to any limitations on the Company’s ability to register the full complement of such Registrable Securities in accordance with Rule 415 under the Securities Act or other regulatory limitations. To the extent the number of such shares that can be registered is limited, the Company shall file a subsequent registration agreement that will provide, among other things, that the Company will use its commercially reasonable efforts to register additional tranches of Registrable Securities as soon as permissible thereafter under applicable laws, rules and regulations so that all of such Registrable Securities are registered as soon as reasonably practicable.
Cutback. Notwithstanding any other provision of this Section 3 to the contrary, if the representative of the underwriters determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriters and the Company may limit the number of Registrable Shares to be included in the Company Registration Statement and underwriting. In the event of any such limitation of the number of shares of Trust Stock to be underwritten, the Company shall so advise the Manager, and the number of shares included in such Company Registration Statement and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter to the Manager. If the Manager disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter, and such Registrable Shares shall be withdrawn from such Company Registration Statement.
Cutback. Notwithstanding anything contrary herein, the Company, in its sole discretion, shall have the right to reduce the number of Shares to be issued to the Subscriber pursuant to this Subscription Agreement, as long as the Company is reducing the number of shares to be issued and sold to all investors pursuant to the other subscription agreements, on a pro rata basis. The Company or the Placement Agent shall notify the Subscriber in writing at least two (2) business days in advance of Closing if it elects to reduce the number of Shares to be issued and sold to the Subscriber pursuant to this Section 11.
Cutback. Any portion of your Potential Award in excess of the Payable Portion of your Potential Award will be forfeited to the extent that such portion, together with payments attributable to any other Cash-Based Awards that are granted during 2020 as Performance Based Awards, exceeds $10,000,000. Amounts in excess of any Plan limits also shall be forfeited.
Cutback. Any payment called for under Section 5.2 will be reduced to the extent that such payment together with payments attributable to any other Share-Based Awards that are granted during 2020 as Performance-Based Awards exceeds 1,000,000 shares of Stock. Amounts in excess of 1,000,000 shares shall be forfeited. Any DDEs on forfeited shares shall also be forfeited.
Cutback. Notwithstanding anything to the contrary herein, Pubco, with the prior written consent of Parent, shall have the right to reduce the number of Securities to be issued to the Subscriber pursuant to this Subscription Agreement, as long as Pubco is reducing the number of Securities to be issued and sold to all investors pursuant to the other subscription agreements, on a pro rata basis. Pubco shall notify the Subscriber in writing at least two (2) business days in advance of Closing if Pubco elects to reduce the number of Securities to be issued and sold to the Subscriber pursuant to this Section 12.
Cutback. Notwithstanding any other provision of this Agreement, in connection with a Company Initiated Marketed Offering, if the managing underwriter determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting (the “Company Initiated Allowable Amount”) shall be allocated
(i) first, (i) up to 50% of the Company Initiated Allowable Amount to the Company and (ii) up to 50% of the Company Initiated Allowable Amount to each of SB or Yahoo if SB and/or Yahoo requested inclusion of their Registrable Securities in such Offering Document, on a pro rata basis based on the total number of Registrable Securities then held by each such Holder;
(ii) second, if either of SB or Yahoo requests inclusion of their Registrable Securities in an amount less than the pro rata amount permitted in Section 4.5(i), then up to the remaining Company Initiated Allowable Amount to the other Holder;
(iii) third, up to the remaining Company Initiated Allowable Amount, if any, to the Company; and
(iv) fourth, up to the remaining Company Initiated Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the underwriting by each such other Holder.