Good Leaver Treatment Sample Clauses

Good Leaver Treatment. If the Participant incurs a Good Leaver Termination (as defined below) on or after the first anniversary of the Grant Date but prior to the Performance Measurement Date, provided that the Participant has continuously provided services to the Company between the Grant Date and the effective date of the Good Leaver Termination, and provided that the Participant executes and does not revoke a general release of all employment and compensation related claims in favor of the Company on such form of release provided by the Company, then the Time-Based Condition shall be deemed satisfied for a pro-rata amount of the Granted PBRSUs (the “Pro-Rata Shares”), with such amount to be determined by multiplying the Granted PBRSUs by a fraction, the numerator of which is the number of days from the Grant Date through and including the effective date of termination, and the denominator of which is the number of days from the Grant Date through and including the Performance Measurement Date. The number of Granted PBRSUs that subsequently become vested on the Performance Measurement Date shall equal the product of (i) the Pro-Rata Shares and (ii) the percentage level at which the Performance-Based Condition has been satisfied. Any Granted PBRSUs that were not forfeited pursuant to Section 2(b) and that do not become vested as of the Performance Measurement Date shall expire immediately following the date on which the Committee determines the level at which the Performance-Based Condition is satisfied.
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Good Leaver Treatment. If the Participant incurs a Good Leaver Termination (as defined below) on or after the first anniversary of the Grant Date but prior to the Performance Measurement Date, provided that the Participant has continuously provided services to the Company between the Grant Date and the effective date of the Good Leaver Termination, then the Time-Based Condition shall be deemed satisfied for a pro-rata amount of the Granted PBRSUs (the “Pro-Rata Shares”), with such amount to be determined by multiplying the Granted PBRSUs by a fraction, the numerator of which is the number of days from the Grant Date through and including the effective date of termination, and the denominator of which is the number of days from the Grant Date through and including the Performance Measurement Date. The number of Granted PBRSUs that subsequently become vested on the Performance Measurement Date shall equal the product of (i) the Pro-Rata Shares and (ii) the percentage level at which the Performance-Based Condition has been satisfied. Any Granted PBRSUs that were not forfeited pursuant to Section 2(b) and that do not become vested as of the Performance Measurement Date shall expire immediately following the date on which the Committee determines the level at which the Performance-Based Condition is satisfied.
Sample 1
Good Leaver Treatment. If the Participant incurs a Good Leaver Termination (as defined below) [for long-term grants only: on or after the first anniversary of the Grant Date but] prior to the final Vesting Date, provided that the Participant has continuously provided services to the Company between the Grant Date and the effective date of the Good Leaver Termination, then the vesting condition shall be deemed satisfied with respect to [for long-term grants only: the next tranche of RSUs vesting on the immediately following Vesting Date for a pro-rata number of the RSUs (the “Pro-Rata Shares”), with such amount to be determined by multiplying the RSUs that would vest on the next Vesting Date absent termination by a fraction, the numerator of which is the number of days from the last Vesting Date through and including the effective date of termination, and the denominator of which is 365. The Pro Rata Shares shall vest on the effective date of such termination][for short-term grants only: 100% of the RSUs]. For purposes of this Section 2(d), the following terms shall have the meanings set forth opposite such terms below:
Sample 1
Good Leaver Treatment. If the Participant incurs a Good Leaver Termination (as defined below) prior to the final Vesting Date, provided that the Participant has continuously provided services to the Company between the Grant Date and the effective date of the Good Leaver Termination, then the vesting condition shall be deemed satisfied with respect to 100% of the RSUs. For purposes of this Section 2(d), the following terms shall have the meanings set forth opposite such terms below:
Sample 1
Good Leaver Treatment. If the Participant incurs a Good Leaver Termination (as defined below) on or after the first anniversary of the Grant Date but prior to the final vesting date, provided that the Participant has continuously provided services to the Company between the Grant Date and the effective date of the Good Leaver Termination, then the vesting condition shall be deemed satisfied with respect to the next tranche of RSUs vesting on the immediately following vesting date for a pro-rata amount of the RSUs (the “Pro-Rata Shares”), with such amount to be determined by multiplying the RSUs that would vest on the next vesting date absent termination by a fraction, the numerator of which is the number of days from the last vesting date through and including the effective date of termination, and the denominator of which is 365. The Pro Rata Shares shall vest on the effective date of such termination. For purposes of this Section 2(d), the following terms shall have the meanings set forth opposite such terms below:
Sample 1
Good Leaver Treatment. If the Participant incurs a Good Leaver Termination (as defined below) on or after the first anniversary of the Grant Date but prior to the final vesting date, provided that the Participant has continuously provided services to the Company between the Grant Date and the effective date of the Good Leaver Termination, and provided that the Participant executes and does not revoke a general release of all employment and compensation related claims in favor of the Company on such form of release provided by the Company, then the vesting condition shall be deemed satisfied with respect to [the next tranche] of RSUs vesting on the immediately following vesting date for a pro-rata amount of the RSUs (the “Pro-Rata Shares”), with such amount to be determined by multiplying the RSUs that would vest on the next vesting date absent termination by a fraction, the numerator of which is the number of days from the last vesting date through and including the effective date of termination, and the denominator of which is 365. The Pro Rata Shares shall vest on the effective date of such termination. For purposes of this Section 2(d), the following terms shall have the meanings set forth opposite such terms below:
Sample 1

Related to Good Leaver Treatment

  • Sale Treatment The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes;

  • Corporate Treatment The Board shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Company as a partnership for U.S. federal (and applicable state and local) income tax purposes. If, however, the Board determines, in its sole discretion, for any reason (including the proposal, formally or informally, of legislation that could affect the Company’s status as a partnership for U.S. federal and/or applicable state and local income tax purposes) that it is not in the best interests of the Company to be characterized as a partnership, the Board may take whatever steps, if any, are needed to cause the Company to be or confirm that the Company will be treated as an association or as a publicly traded partnership taxable as a corporation for U.S. federal (and applicable state and local) income tax purposes, including by making an election to be taxed as a “C” corporation pursuant to the Code (a “Change in Tax Classification”), without any approval or vote of the Members required, and to make such filings, including without limitation, a Form 8832 with the Service, and to undertake such actions as required to effect such Change in Tax Classification. At the time and following any Change of Tax Classification, the Board shall have the right, without any approval or vote of the Members being required, to amend this Agreement as reasonably required to effect the Change in Tax Classification and to provide for the operations of the Company following such event. Notwithstanding anything in this Agreement to the contrary, in the event U.S. federal (and/or applicable state and local) income tax laws, rules or regulations are enacted, amended, modified or applied after the date hereof in such a manner as to require or necessitate that the Company no longer be treated as a partnership for U.S. federal (and/or applicable state and local) income tax purposes, then the first sentence of this Section 8.7 shall no longer apply.

  • REIT Treatment The Company will use its best efforts to meet the requirements to qualify as a “real estate investment trust” under the Code for any taxable years that include any portion of the term of this Agreement.

  • Equal Treatment No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered and paid to all the Subscribers and their permitted successors and assigns.

  • Treatment The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.08, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information will not, without the prior consent of the Issuer and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel (collectively, the “Information Recipients”) other than for the purposes of performing Reviews of Review Receivables or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by the Seller or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

  • Confidential Treatment The parties hereto understand that any information or recommendation supplied by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Investment Manager, the Company or such persons the Investment Manager may designate in connection with the Fund. The parties also understand that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of securities which may not be bought or sold for the Fund, is to be regarded as confidential and for use only by the Sub-Adviser in connection with its obligation to provide investment advice and other services to the Fund.

  • Accounting Treatment For accounting purposes, the Merger is intended to be treated as a "purchase."

  • Consistent Treatment Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (i) the treatment of payments between the Parent Group and the SpinCo Group as set forth in Section 5.4, (ii) the Tax Materials or (iii) the Intended Tax Treatment.

  • Treatment of Certain Information The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

  • Reporting Company/Shell Company The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months. As of the Closing Date, the Company is not a “shell company” but is a “former shell company” as those terms are employed in Rule 144 under the 1933 Act.

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