Forfeiture Condition Clause Samples

A Forfeiture Condition is a contractual provision that causes a party to lose certain rights, benefits, or property if they fail to meet specified obligations or conditions. For example, in a lease agreement, a tenant may forfeit their right to occupy the premises if they do not pay rent on time, or in a contract for sale, a buyer might forfeit their deposit if they fail to complete the purchase. The core practical function of this clause is to incentivize compliance with key terms by imposing a significant consequence for breach, thereby protecting the interests of the non-breaching party.
Forfeiture Condition. Any Shares of Restricted Stock which do not vest pursuant to the provisions of Section 4 below will be forfeited to the Corporation unless the Corporation’s Compensation Committee in its sole discretion determines otherwise, as more fully provided in Section 4 below.
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Forfeiture Condition. Except as set forth hereinbelow, in the event that Recipient's Continuous Service terminates for any reason, at a time when the Recipient holds any Restricted Stock, such Restricted Stock shall be forfeited and deemed reconveyed to the Company without payment of any consideration by the Company and without further action by Recipient or the Company. In such event, the Company shall thereafter have all rights and interest in or related to such Restricted Stock and be authorized to take such action as it deems appropriate to retire the Restricted Stock through use of the executed stock power and share certificate held by the Company in the escrow established pursuant to Section 4 below.
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Forfeiture Condition. You shall be required to forfeit to the Company for no additional consideration all or any part of the shares received pursuant to your Grant (the “Forfeiture Condition”) that have not as yet vested in accordance with the Vesting Schedule (the “Unvested Shares”) on the following terms and conditions: (a) You shall, simultaneously with termination of your Continuous Service, automatically forfeit to the Company for no consideration all of the Unvested Shares, unless the Company agrees to waive the Forfeiture Condition as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company to written notice to you or your representative. (b) Subject to the provisions of your Grant, you shall, during the term of your Grant, exercise all rights and privileges of a stockholder of the Company with respect to the shares subject to your Grant. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and been released from the Forfeiture Condition. (c) If, from time to time, there is any stock dividend, stock split or other change in the character of amount of any of the outstanding stock of the Company the stock of which is subject to the provisions of your Grant, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares acquired under your Grant shall be immediately subject to the Forfeiture Condition with the same force and effect as the shares subject to the Forfeiture Condition immediately before such event.
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Forfeiture Condition. Any Restricted Units which do not vest pursuant to the provisions of Section 4 below will be forfeited to the Company.
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Forfeiture Condition. If the Executive terminates employment with the Company without Good Reason pursuant to Section 4(b) or the Company terminates his employment for Cause pursuant to Section 4(c), the Executive shall automatically forfeit his right to that portion of the Total Number of Shares that would otherwise have been issued under paragraph (i) on dates following the date the Executive’s employment terminates.
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Forfeiture Condition 
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Related to Forfeiture Condition

  • Performance Condition Notwithstanding the vesting schedule stated in the Award Notification, your Restricted Shares shall not vest unless the Company achieves positive Adjusted Net Earnings in any fiscal year during the term of the Award. “Adjusted Net Earnings” means net earnings determined in accordance with GAAP as publicly reported by the Company for a fiscal year, adjusted to eliminate the following: (1) the cumulative effect of changes in GAAP; (2) gains and losses from discontinued operations; (3) extraordinary gains or losses; and (4) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including merger related charges. 

  • Change in Condition From and after the Balance Sheet Date to and including the date hereof, the Company has conducted its Business only in the Ordinary Course of Business and has maintained the value of its Business as a going concern and, except as set forth on Schedule 4.12, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have in the aggregate a Material Adverse Effect, since the Balance Sheet Date the Company has not: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereof; (b) Made any capital expenditure in excess of $100,000 individually or $500,000 in the aggregate; (c) Incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, or become liable in respect of any Guarantee; (d) Created or suffered the imposition of any Lien (other than capital leases in excess of $100,000) upon any assets, whether tangible or intangible, of the Company; (i) Sold, leased to others or otherwise disposed of any of its Assets, (ii) entered into any Contractual Obligation relating to (A) the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees), (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination, (iii) canceled or compromised any Debt or claim (other than compromises of accounts receivable in the Ordinary Course of Business), (iv) waived or released any right of substantial value or (v) instituted, settled or agreed to settle any material Action; (i) Made any changes in the rate of Compensation of any director, officer, employee, or consultant to, or agent of the Company, except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Company, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documents); (g) Suffered any material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (h) Made any change in its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or failed to pay any creditor any amount owed to such creditor when due, or granted any extensions of credit other than in the Ordinary Course of Business (it being understood that the consummation of the Reorganization required the Company to change from a cash method to an accrual method of accounting for income tax purposes); (i) Made any Distributions; (j) Entered into any Contractual Obligation to do any of the things referred to in clauses (a) through (i) above; and (k) Suffered or incurred any Material Adverse Effect, nor any event or events which in the aggregate will have a Material Adverse Effect.

  • Performance Conditions The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.

  • Forfeiture Events In addition to the rights available to the Company under Section 3 above, upon the occurrence of any of the events set forth in Section 11.2 of the Plan (a “Forfeiture Event”), you, without any further action by the Company or you, shall forfeit, as of the first day of any such Forfeiture Event: (a) all rights and interest to these Units; (b) any Shares received in settlement of these Units then owned by you or by another person for your benefit; and (c) any and all profits realized by you, on an after-tax basis, pursuant to any sales or transfer of any Shares received in settlement of these Units within the six (6) month period prior to the date of such Forfeiture Event. Additionally, the Company shall have the right to issue a stop transfer order and other appropriate instructions and other documents implementing the above-described forfeiture to its transfer agent, Cede & Co., the depository or any of its nominees, and/or any other person with respect to these Units and the Shares, and the Company further shall be entitled to reimbursement from you of any fees and expenses (including attorneys’ fees) incurred by or on behalf of the Company in enforcing the Company’s rights under this Section 4. By accepting this Restricted Stock Unit Award, you hereby consent to a deduction from any amounts the Company owes to you from time to time (including amounts owed to you as compensation as well as any other amounts owed to you by the Company), to the extent of any amounts that you owe to the Company under this Section 4. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount you owe to the Company, calculated as set forth above, you agree to pay immediately the unpaid balance to the Company. You hereby grant the Company a proxy on your behalf, and you hereby agree to execute any documents necessary or appropriate to carry out the foregoing.

  • Termination Conditions This Agreement terminates upon the earlier of any of the following events: a.