Payment Cap Sample Clauses
Payment Cap. If the aggregate value of all compensation payments or benefits to be paid or provided to Executive under this Agreement and any other plan, agreement or arrangement with the Company is less than 105% of the amount which can be paid to Executive without Executive incurring an Excise Tax, then the amounts payable to Executive under this Agreement may, in the discretion of the Company, be reduced (but not below zero), to the maximum amount which may be paid hereunder without Executive becoming subject to such an Excise Tax (such reduced payments to be referred to as the "Payment Cap"). In the event that Executive receives reduced payments and benefits hereunder, Executive shall have the right to designate which of the payments and benefits otherwise provided for in this Agreement that he will receive in connection with the application of the Payment Cap.
Payment Cap. Notwithstanding anything to the contrary in this Agreement, if any payment under this Section 6, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and its affiliated companies, would constitute a “parachute payment” under Section 280G of the Code, payments shall be reduced by the amount, if any, which is the minimum necessary to result in no portion of such payments being non-deductible to the Company or its affiliated companies pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The allocation of the reduction required hereby among such payments shall be determined by the Executive.
Payment Cap. Notwithstanding the foregoing, the total amount payable by Premier Provider to Netscape as described in this Section 7 shall not exceed [******************************************] (the "PAYMENT CAP") including all amounts due under Section 7.1 and Section 7.3; [******************************************************************************* ******************************************************************************** ******************************************************************************** ******************************************************************************** *********************].
Payment Cap. Notwithstanding any other provision of this Agreement, if the Aggregate Value (as defined below) regarding the earned PSUs under this Agreement exceeds the Aggregate Value Cap (as defined below) regarding the PSUs as of the Payment Cap
Payment Cap. Notwithstanding anything to the contrary contained in this Agreement, in the event of a Change in Control, the Company’s maximum obligation (the “Cap”) under this Section 8 shall be as follows:
(i) 3.25% of the Enterprise Value if the Enterprise Value is less than $750 million;
(ii) 3.0% of the Enterprise Value if the Enterprise Value is $750 million or more but less than $1.2 billion;
(iii) 2.5 % of the Enterprise Value if the Enterprise Value is $1.2 billion or more but less than $1.75 billion;
(iv) 2.0% of the Enterprise Value if the Enterprise Value is $1.75 billion or more; provided that such Cap shall not apply to, or include any value attributable to, the stock options (including the acceleration provided for under Section 8(a)) or the New Restricted Stock. In the event that the aggregate amount of the Company’s payments (or payment obligations) pursuant to this Section 8 would be in excess of the Cap (which shall not apply to the equity as described above), then the Company shall pay to Schein, in accordance with the relevant provisions of Section 8, the amounts to which he is entitled under Section 8 up to the Cap and shall have no further liability or obligation for any other payments hereunder (other than the equity described above). In such an event, Schein shall be deemed to have automatically waived his right to receive any payments in excess of the Cap (other than the equity described above). For the sake of clarity, however, any Gross-Up Payment attributable to any equity awards will be subject to the Cap.
Payment Cap. Notwithstanding the foregoing, the total amount payable ----------- by Premier Provider to Netscape as described in this Section 7 shall not exceed [*] (the "Payment Cap") including all amounts due under Section 7.1 and Section 7.3.
Payment Cap. If at any time a limitation is triggered under Section 8.02 or Section 8.03 hereunder, payments for Shares previously purchased but not paid for under Article Nine or Shares that would be required to be purchased by the Corporation hereunder but for such limitation shall be subject to a payment cap ("Payment Cap"). The Payment Cap is the amount of money, if any, that the Corporation can pay on an annual basis hereunder without triggering the limitation set forth in Section 8.02 or Section 8.03 hereunder. The Directors, in
Payment Cap. Notwithstanding the foregoing, the total amount payable by Premier Provider to Netscape as described in this Section 7 shall not exceed Nine Million Dollars ($9,000,000) (the "PAYMENT CAP") including all amounts due under Section 7.1 and Section 7.3. If, at any time, Premier Provider's payments to Netscape, in the aggregate, approaches eighty percent (80%) of the Payment Cap, Netscape may, in its sole discretion, (1) modify the location of Premier Provider's tab on the Stack, (2) modify the location of Premier Provider's listing in the window that allows end users to select a default Premier Graphic as described in Section 3.4 (End User Default), or (3) reduce the rotation percentage, as described in Section 3.3, down to zero percent (0%). In no event shall Premier Provider be removed from the display of tabs in the Stack.
Payment Cap. Importantly, notwithstanding any other provision of the Agreement, if the Market Value per Share exceeds $60.00 on the Payment Cap Measurement Date, then a portion of the PRSUs earned under this Agreement equal to the Excess Number of PRSUs (plus their related dividend equivalents) shall be permanently forfeited and cease to be earned or payable. As used herein, the following terms will have the meaning given below:
Payment Cap. The annual amount of Arena Fund Revenues credited by City to the Arena Fund and amounts payable by City to USM out of the Arena Fund each City Fiscal Year commencing with the City Fiscal Year in which the Draw Commencement Date occurs and continuing for each City Fiscal Year occurring during the balance of the Term shall not exceed the applicable annual “Payment Cap” for the applicable City Fiscal Year set forth on Schedule 2 attached hereto and incorporated herein. [NOTE: Payment Cap will be calculated to equal to the sum of (i) USM’s debt service payments on the Construction Loan (projected $170 million) for each City Fiscal Year, with the regular monthly debt service payments from the last year of the initial loan being used for the balance of the thirty year amortization period of the initial loan, plus (ii) an amount equal to a six percent (6%) annual return on the $40 million cash equity contribution projected made by USM (this amount does not include a return of the principal equity investment). The Payment Cap Schedule set forth in Schedule 2 represents the maximum Payment Cap under this Agreement. The Payment Cap will be adjusted prior to execution of this Agreement if the actual rate of interest on the Construction Loan is lower than 6%, if the principal amount of the Construction Loan is less than $170,000,000 and/or if the payment/amortization schedule of the actual Construction Loan will result in a lower Payment Cap for any City Fiscal Year. In addition, if Developer’s equity investment is greater than $40,000,000, the Payment Cap will be adjusted to include an annual return on the additional equity above $40,000,000 at the lesser of 6% per annum or the actual interest rate under the initial Construction Loan. However, in no event will the recalculated Payment Cap exceed the Payment Cap set forth on Schedule 2 for any City Fiscal Year. In addition, Schedule 2 will be revised prior to execution to list the specific City Fiscal Year to which each Payment Cap amount is applicable.]
