A settlement clause outlines the process by which parties to a contract may resolve disputes or claims without resorting to litigation. It typically details the terms and conditions under which an agreement can be reached, including any necessary actions, deadlines, and responsibilities for both parties.
Settlement Date: Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date, as designated by (a) Party A pursuant to “Termination Settlement” below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 30 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero and (ii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Party A may, by written notice to Party B, specify any Scheduled Trading Day prior to such originally specified Settlement Date as the Settlement Date.
Settlement Shares: With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.
Settlement: Physical Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement Notice delivered on or after the Effective Date that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which Party A is unable, in its commercially reasonable judgment, to unwind its hedge by the end of the Unwind Period (x) in a manner that, in the reasonable judgment of Party A, based on advice of counsel, is consistent with the requirements for qualifying for the safe harbor provided by Rule 10b-18 under the Exchange Act or (y) due to the lack of sufficient liquidity in the Shares on any Exchange Business Day during the Unwind Period or (iii) to any Termination Settlement Date (as defined below under “Termination Settlement”). For the avoidance of doubt, during any Unwind Period, Party B may elect Physical Settlement in respect of any Shares that are not Settlement Shares for the Cash Settlement or Net Share Settlement, as the case may be, to which such Unwind Period relates.
Settlement Notice Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.”
Physical Settlement: Notwithstanding Section 9.2(a)(i) of the Equity Definitions on any Settlement Date in respect of which Physical Settlement applies, Party B shall deliver to Party A through the Clearance System the Settlement Shares for such Settlement Date, and Party A shall deliver to Party B, by wire transfer of immediately available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis. If, on any Settlement Date, the Shares to be delivered by Party B to Party A hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Party A, then the portion of the Physical Settlement Amount payable by Party A to Party B in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. For the avoidance of doubt, no Forward Price Reduction Amount for a Forward Price Reduction Date shall be applied to reduce the Forward Price more than once.
Physical Settlement Amount: For any Settlement Date in respect of which Physical Settlement applies, an amount in cash equal to the product of (i) the Forward Price on such Settlement Date and (ii) the number of Settlement Shares in respect of which Physical Settlement applies for such Settlement Date.
Cash Settlement: On any Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount for such Settlement Date is a positive number, Party A will pay such Cash Settlement Amount to Party B. If the Cash Settlement Amount is a negative number, Party B will pay the absolute value of such Cash Settlement Amount to Party A. Such amounts shall be paid on the Settlement Date.
Cash Settlement Amount: For any Settlement Date in respect of which Cash Settlement applies, an amount determined by the Calculation Agent equal to the difference between (1) the product of (i) (A) the average Forward Price over the period beginning on, and including, the date that is one Settlement Cycle following the first day of the applicable Unwind Period and ending on, and including, such Settlement Date (calculated assuming no reduction to the Forward Price for any Forward Price Reduction Date that occurs during the Unwind Period, except as set forth in clause (2) below), minus USD 0.01, minus (B) the average of the 10b-18 VWAP prices per Share on each Exchange Business Day during such Unwind Period, multiplied by (ii) the number of Settlement Shares for such Settlement Date, minus (2) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, multiplied by (ii) the number of Settlement Shares with respect to which Party A has not unwound its hedge as of such Forward Price Reduction Date.
Net Share Settlement: On any Settlement Date in respect of which Net Share Settlement applies, if the number of Net Share Settlement Shares is a (i) negative number, Party A shall deliver a number of Shares to Party B equal to the absolute value of the Net Share Settlement Shares, or (ii) positive number, Party B shall deliver to Party A the Net Share Settlement Shares; provided that if Party A determines in its good faith judgment that it would be required to deliver Net Share Settlement Shares to Party B, Party A may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date.
Net Share Settlement Shares: For any Settlement Date in respect of which Net Share Settlement applies, a number of Shares equal to (a) the number of Settlement Shares for such Settlement Date, minus (b) the number of Shares Party A actually purchases during the Unwind Period for a total purchase price equal to the difference between (1) the product of (i) the average Forward Price over the period beginning on, and including, the date that is one Settlement Cycle following the first day of the applicable Unwind Period and ending on, and including, such Settlement Date (calculated assuming no reduction to the Forward Price for any Forward Price Reduction Date that occurs during the Unwind Period, except as set forth in clause (2) below), minus USD 0.01, multiplied by (ii) the number of Settlement Shares for such Settlement Date, minus (2) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, multiplied by (ii) the number of Shares with respect to which Party A has not unwound its hedge as of such Forward Price Reduction Date.
Notwithstanding any other provision of this Master Forward Confirmation or any Supplemental Confirmation, in no event will Party B be required to deliver on any Settlement Date for any Transaction hereunder, whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement or any Private Placement Settlement, more than a number of Shares equal to the Forward Shares for such Transaction to Party A. In connection with any partial settlement of a Transaction hereunder, the number of Forward Shares shall be subject to reduction by an amount equal to the product of 2 and the number of Settlement Shares for such partial settlement. The “Forward Shares” for any Transaction shall be as set forth in the Supplemental Confirmation for such Transaction and shall be subject to adjustment from time to time in accordance with the provisions of this Master Forward Confirmation and the 2002 Definitions.
The Court has scheduled a hearing to, among other things, consider the fairness, reasonableness, and adequacy of the proposed Settlement and the application by Lead Counsel for an award of attorneys’ fees and expenses (the “Settlement Hearing”). Please see Paragraphs 58–62 below for details about the Settlement Hearing, including the location, date, and time of the hearing.
“Settlement Fund” means the $3,250,000 described in Section 4.1 that Intermex has agreed to pay pursuant to the terms of this Settlement Agreement.
“Settlement Relief” means the payment to be made from the Settlement Fund to Settlement Class Members who submit Approved Claims.
A Settlement Clause in legal documents refers to a provision that outlines the terms and conditions under which a dispute will be resolved, often through a settlement agreement, rather than through litigation. It typically involves a compromise between the parties involved, where they agree to resolve the matter without going to court or continuing formal legal proceedings. The clause can specify the steps to be taken to reach a settlement, any payment or other obligations, and the effect of the settlement on the dispute.
When writing a Settlement Clause, it’s essential to be clear, specific, and concise to ensure that both parties understand their rights and obligations in the event of a dispute. Below is a step-by-step guide to drafting a Settlement Clause, followed by a sample:
Settlement Clause Example:
“In the event of a dispute arising between the parties related to this Agreement, the parties agree to attempt to resolve the dispute through informal negotiation within [30] days from the date the dispute is first raised. If the dispute is not resolved through negotiation within this time period, the parties agree to submit the dispute to mediation in accordance with the rules of [specify mediation body] within [15] days. If the dispute is not resolved through mediation, the parties agree to resolve the dispute through binding arbitration under the rules of [specify arbitration body] at [location of arbitration].
In the event of a settlement, the parties agree to a payment of [amount] to [party] within [number] days from the date of the settlement agreement. The terms of this settlement shall remain confidential, and neither party shall disclose the terms to any third party except as required by law.
Upon the execution of the settlement, the parties mutually release each other from any further claims or liabilities arising from the dispute. The settlement shall be final and binding, and no party shall pursue further claims related to the dispute once the terms of the settlement have been fulfilled.
If any party fails to comply with the terms of this settlement, the aggrieved party may seek enforcement through the courts of [jurisdiction], and the defaulting party shall be responsible for any costs incurred in enforcement.”
Settlement is a component of various types of contracts, often included to ensure that transactions or disputes are resolved satisfactorily. Contracts that typically contain settlement provisions include:
By incorporating clear settlement terms, these contracts ensure all involved parties understand their obligations to complete the transactions smoothly.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A severability clause ensures that if any provision of a contract is found to be unenforceable or invalid, the remaining provisions will still remain in full effect. This clause helps preserve the overall integrity of the agreement by allowing the enforceable sections to stand independently of any invalidated sections.
Severance pay is a financial compensation provided to an employee upon termination of employment, often based on factors such as duration of employment and salary level. It is intended to provide support during the transition period while the employee seeks new employment opportunities.
A shareholding structure clause outlines the distribution of shares among the shareholders of a company, detailing each party's ownership percentage and the rights associated with their shares. This clause is crucial for defining voting power, profit distribution, and control within the company.
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