A buyout clause is a contractual provision that allows one party to terminate the agreement by paying a predetermined amount to the other party, essentially permitting the purchase of rights or release from obligations. Typically utilized in employment contracts, sports agreements, or partnership terms, a buyout clause provides financial security and predictability by outlining the conditions and costs associated with ending the relationship early.
The GMIB Buyout Amount is subject to a minimum (“Minimum GMIB Buyout Amount”) and a maximum (“Maximum GMIB Buyout Amount”). • The Minimum GMIB Buyout Amount = a specified percentage (“Minimum Account Value Percentage”) of [__%] multiplied by the Account Value. The Minimum GMIB Buyout Amount will apply if the Minimum GMIB Buyout Amount is more than the GMIB Buyout Amount. • The Maximum GMIB Buyout Amount = A specified percentage (“Maximum Account Value Percentage”) of [__%] multiplied by the Account Value. The Maximum GMIB Buyout Amount will apply if the Maximum GMIB Buyout Amount is less than the GMIB Buyout Amount.
If You accept the GMIB Buyout Offer, Your GMIB Rider will terminate and You will lose the guarantees provided by the GMIB Rider. Importantly, however, if You accept the GMIB Buyout Offer, upon termination of Your GMIB Rider, You will no longer pay the annual charge for the GMIB beginning on the Calculation Date. No GMIB charges that have already been paid as of the Calculation Date will be refunded and all other charges will continue to apply. All other provisions of Your Contract, including any applicable death benefit, will remain in effect.
The Buyout Agreement provides that the Trust will retain its equity interest in HarbisonWalker International Holdings, Inc., the reorganized and renamed entity that emerged from the NARCO bankruptcy (“HWI”), unless and until such equity interest is sold, and that the economic rights of the Trust in such equity interest (including any dividends or sale proceeds) will continue to inure to the benefit of Honeywell.
Buyout Awards Should you commence active employment with the Bank, and subject to the terms and conditions set forth herein, you will be eligible to receive the Cash Buyout Award and the RSU Buyout Award described below in consideration for equity awards from your prior employer that you forfeit as a result of your resignation a
The RSU Buyout Award shall continue to vest on the dates set forth below and shall not be subject to forfeiture except (1) if your employment is terminated for “Cause” as that term is defined in the Executive Severance Plan (substituting “you” for “the Participant”) described below in more detail or (2) as set forth in Section 5.4 (Forfeiture and Repayment) of the applicable RSU award agreement. The Cash Buyout Award and the RSU Buyout Award constitute payments that you would not otherwise be entitled to as an employee of the Bank and are not an award or payment for services rendered.
Your entitlement to the Cash Buyout Award and RSU Buyout Award is expressly conditioned upon you providing evidence to the Bank within ninety (90) days of your Start Date that the Bank, in its reasonable and good faith discretion, determines adequately demonstrates your actual forfeiture of the Forfeited Awards in the amounts previously represented to the Bank (the “Confirmation Information”). Notwithstanding anything to the contrary contained herein or in any applicable award agreement, if within such ninety (90) day period you fail to provide the Confirmation Information to the Bank, upon reasonable notice by the Bank to you and with a reasonable opportunity afforded to you to cure such failure, you will have no entitlement to the Cash Buyout Award or RSU Buyout Award. In such case, any portion of the Cash Buyout Award or RSU Buyout Award that have been granted to you shall immediately be forfeited and you shall promptly repay any portion of the Cash Buyout Award and RSU Buyout Award that have
BUYOUT AGREEMENT. This BUYOUT AGREEMENT is made and entered into as of August 21, 2019 (this “Agreement”), by and between Camelot Holdings (Jersey) Limited, a limited company organized under the laws of the Island of Jersey (the “Company”), and Onex Partners IV LP, a Cayman Islands exempted limited partnership (the “TRA Party Representative” and, together with the Company, the “Parties”). Capitalized terms used and not defined herein have the meanings given to such terms in the Tax Receivable Agreement (defined below).
Buyout Payment; TRA Buyout Financing. (a) Within five (5) Business Days following receipt by the Company of net cash proceeds of any TRA Buyout Financing (as defined below), the Company shall pay, by way of compensation for the termination of the Tax Receivable Agreement contemplated by Section 3, to each of the TRA Parties an amount in cash equal to such TRA Party’s Applicable Percentage of $200,000,000.00 (the “Buyout Payment”) without setoff, recoupment, adjustment, deduction, withholding or charge of any kind (other than (i) any applicable reduction as set forth in the proviso to this sentence and (ii) any applicable tax withholding as set forth in Section 2), and the TRA Parties shall accept such Buyout Payment in full and complete satisfaction of the obligations of the Company pursuant to the Tax Receivable Agreement; provided that in the event that at any time prior to the termination of this Agreement the Company makes any Tax Benefit Payment to the TRA Parties pursuant to the Tax Receivable Agreement (provided, that the Company shall not make any such payment prior to the time such payment is due pursuant to the terms of the Tax Receivable Agreement), the Buyout Payment payable pursuant to this Agreement shall be correspondingly reduced by the full amount of such payment (inclusive of any tax withheld by the Company pursuant to the terms of the Tax Receivable Agreement). Any payments by the Company pursuant to this Section 1 shall be made by wire transfer of immediately available funds to a bank account designated in writing to the Company by the applicable TRA Party or as otherwise agreed by the Company and such TRA Party.
From and after the date hereof and until the earlier of the consummation of a TRA Buyout Financing and the termination of this Agreement in accordance with the terms hereof, the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to negotiate, enter into and consummate a TRA Buyout Financing prior to the Outside Date (as it may be extended by mutual agreement of the Parties pursuant to Section 4(a) hereof).
For all purposes of this Agreement, a “TRA Buyout Financing” shall mean the consummation of one or more transactions with sources of equity or debt financing acceptable to the Company (the “Financing Sources”) on terms satisfactory to the Company in its sole discretion pursuant to which (i) the Financing Sources have, for the purpose of enabling the Company to pay the Buyout Payment pursuant to this Agreement, made available to the Company and/or any of its subsidiaries (net of any fees, costs and expenses (including any original issue discount) associated with such financing and related transactions) an amount in readily available funds sufficient, together with any other sources of readily available cash of the Company and/or any of its subsidiaries that the Company has determined, in its reasonable discretion, to make available to consummate the Buyout Payment, to pay in full the Buyout Payment in accordance with the terms of this Agreement, and (ii) in the event any of the proceeds of any such TRA Buyout Financing are made available to any of the Company’s subsidiaries, such subsidiaries are permitted, under applicable law and the terms of the TRA Buyout Financing and the terms of any other outstanding indebtedness of the Company or any of its subsidiaries, to make such proceeds available to the Company (whether in the form of an investment, intercompany loan, equity contribution, dividend, other distribution or otherwise) for payment of the Buyout Payment by the Company to the TRA Parties pursuant to this Agreement, as determined by the Company in its sole discretion. All determinations to be made by the Company pursuant to this Section 1(c) or otherwise in connection with the TRA Buyout Financing shall be made by the Audit Committee of the Company’s Board of Directors (and not, for the avoidance of doubt, by any other committee of the Board of the Directors); provided that any decision regarding the terms and conditions of any equity financing by the Company shall be made by the Company’s Board of Directors (and not, for the avoidance of doubt, by any committee of the Board of Directors).
Buyouts: Control investments in established, cash flow positive companies are usually classified as buyouts. Buyout investments may focus on small-, mid- or large-capitalization companies, and such investments collectively represent a substantial majority of the capital deployed in the overall private equity market. The use of debt financing, or leverage, is prevalent in buyout transactions—particularly in the large-cap segment.
A buyout is a financial transaction where a party acquires a controlling interest in a company, either by purchasing the majority of its shares, buying its assets, or acquiring significant portions from current stakeholders. Buyouts can occur for various reasons, including gaining full control of a company’s operations, facilitating a strategic merger, or restructuring the organization. In the context of labor contracts, a buyout may also refer to a situation where an employee or group of employees receives a lump-sum payment in exchange for resigning or retiring early.
A buyout should be considered in several circumstances, such as:
Growth Opportunities: If acquiring another company or its assets will create synergies, expand market reach, or enable entry into new markets.
Ownership Consolidation: When one wants to consolidate ownership for more cohesive decision-making or eliminate minority shareholders who impede strategic directions.
Employee Agreements: In situations where reducing workforce size is necessary, and offering a buyout may be more amicable and cost-effective than layoffs or involuntary terminations.
Strategic Restructuring: To streamline operations, divest non-core segments, or enhance operational efficiency by changing the ownership structure.
Writing a buyout typically involves drafting a formal agreement that outlines the terms and conditions of the transaction. Here are key elements to include:
Parties Involved: Clearly identify all parties entering the buyout agreement.
Definitions: Clearly define key terms used throughout the agreement.
Purchase Price: Detail the amount being paid for the buyout and any contingencies that may affect it.
Payment Terms: Outline how the payment will be made, whether in lump sum, installments, or through other means.
Conditions Precedent: Describe any conditions that must be met for the buyout to proceed.
Closing Date: Specify when the transaction will be finalized and ownership transferred.
Representations and Warranties: Include statements of truth regarding the state of the company or assets at the time of the buyout.
Covenants: Set out the promises or obligations each party is agreeing to.
Indemnities: Detail any indemnification clauses to protect parties from future claims or liabilities.
Termination Rights: Specify conditions under which the agreement may be terminated.
Dispute Resolution: Include procedures for resolving any disputes.
Buyouts are typically found in various types of contracts, including:
Merger and Acquisition Agreements: Outlining the terms under which one company will buy another.
Employee Severance Agreements: Detailing the terms of a buyout package for employees agreeing to leave a company.
Partnership Agreements: Allowing one partner to buy out another’s interest in the event of withdrawal.
Shareholder Agreements: Providing for the option or obligation to buy out shares under certain conditions.
Asset Purchase Agreements: When acquiring specific assets from another company rather than purchasing shares.
These agreements ensure that the terms of the buyout are legally sound and protect the interests of all parties involved.
Try our AI contract analysis and extract important clauses and information from existing contracts.
< <
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A call right is a contractual clause that grants a party the ability to buy a specific asset or financial instrument at a predetermined price within a certain period. This provision is often used to provide flexibility and control to the party holding the right, allowing them to capitalize on favorable market conditions or strategic opportunities.
A cancellation of promissory note clause outlines the conditions under which a promissory note, which is a financial instrument detailing a borrower's obligation to repay a loan, can be canceled or deemed null and void. This clause typically specifies circumstances such as full repayment, mutual agreement, or certain legal events that would lead to the termination of the borrower's obligations under the note.
Capitalized terms in a contract are specific words or phrases that have been given a distinct, defined meaning within that document. This convention helps ensure clarity and consistency throughout the contract by clearly identifying terms with special significance or particular definitions.
Fill out the form and we will get in touch with you to give you a personal, customized demo of fynk.
Greetings!
I'm Markus, co-founder of fynk. After you've submitted the form, I'll swiftly get in touch with you.
Also, right after you submit your details, you can pick a time that works best for you for our meeting.
