Tax Limitations on Corporate Changes Payments Sample Clauses

Tax Limitations on Corporate Changes Payments. If the aggregate of all payments, including but not limited to, Corporate Changes Termination Payments and earned Bonus differentials that are to be paid to SCHUXXX xxxtingent on those Corporate Changes specified in Section 7 (a) herein (the "Aggregate Amount"), would constitute a "parachute payment" (as defined in Section 280 G of the Internal Revenue Code of 1986, as amended or supplemented (the "Code"), the Corporate Changes Termination Payment and/or earned Bonus differential otherwise payable to the SCHUXXX xxxsuant to Section 7 (b) herein shall be equal to the higher of: (i) the amount (referred to herein as the "Reduced Amount") that would result in no portion of the Aggregate Amount being subject to the excise tax imposed by Section 4999 of the Code, or (ii) the full Aggregate Amount if the net after tax payments to SCHUXXX xxxld exceed the Reduced Amount. The determination of the Corporate Changes Termination Payment, the earned Bonus differential under Section 7 (b), the Reduced Amount and the net after tax amount payable to SCHUXXX xx the full Aggregate Amount shall be made by the SCHUXXX xxx the EMPLOYER in good faith, and in the event they disagree, such determination shall be made by means of arbitration to be conducted at the EMPLOYER'S expense. Any such arbitration shall be conducted in Los Angeles, California, by one arbitrator, who shall be a member of a nationally recognized accounting firm that is not then engaged by the EMPLOYER or any of its major stockholders, and who shall be jointly designated by the parties. If the parties cannot agree on the selection of an arbitrator, EMPLOYER'S then current independent auditors shall select such arbitrator. The findings of the arbitrator shall be conclusive and binding on the parties. For purposes of this Section 7 (c), the net after tax amount payable to SCHUXXX xxxll mean the present value, as determined in accordance with Section 280G(d)(4) of the Code, of any payment or distribution in the nature of compensation to or for SCHUXXX'X xxxefit, whether paid or payable pursuant to this Agreement or otherwise, net of all taxes imposed on the SCHUXXX xxxh respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code.
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Tax Limitations on Corporate Changes Payments. If the aggregate of all payments, including but not limited to, the Corporate Changes Termination Payment that is to
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Tax Limitations on Corporate Changes Payments. If the aggregate of all payments, including but not limited to, Corporate Changes Termination Payments and earned Bonus differentials that are to be paid to YOUNG contingent on those Corporate Changes specified in Section 7 (a) herein (the "Aggregate Amount"), would constitute a "parachute payment" (as defined in Section 280 G of the Internal Revenue Code of 1986, as amended or supplemented (the "Code"), the Corporate Changes Termination Payment and/or earned Bonus differential otherwise payable to the YOUNG pursuant to Section 7 (b) herein shall be equal to the higher of: (i) the amount (referred to herein as the "Reduced Amount") that would result in no portion of the Aggregate Amount being subject to the excise tax imposed by Section 4999 of the Code, or (ii) the full Aggregate Amount if the net after tax payments to YOUNG would exceed the Reduced
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Tax Limitations on Corporate Changes Payments. If the aggregate of all payments, including but not
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Related to Tax Limitations on Corporate Changes Payments

  • Limitations on Mergers and Consolidations The Company shall not, in any transaction or series of transactions, consolidate with or merge into any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless:

  • Certain Corporate Events If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof) or Common Stock Change Event occurs (other than a merger or other business combination transaction that is effected solely to change the Company’s jurisdiction of incorporation and that does not constitute a Fundamental Change or a Make-Whole Fundamental Change), then, in each case, Holders may convert their Notes at any time from, and including, the effective date of such transaction or event to, and including, the thirty fifth (35th) Trading Day after such effective date (or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); provided, however, that if the Company does not provide the notice referred to in the immediately following sentence by such effective date, then the last day on which the Notes are convertible pursuant to this sentence will be extended by the number of Business Days from, and including, such effective date to, but excluding, the date the Company provides such notice. No later than the Business Day after such effective date, the Company will send notice to the Holders, the Trustee and the Conversion Agent of such transaction or event, such effective date and the related right to convert Notes.

  • No Restriction on Right of Company to Effect Corporate Changes Neither the Plan nor this Agreement shall affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred, or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the assets or business of the Company, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Limitation on Restrictions on Subsidiary Distributions Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Class I Restricted Subsidiary (or, in the case of clause (a) only, any Class II Restricted Subsidiary of the Borrower) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Class I Restricted Subsidiary, (b) make Investments in the Borrower or any other Class I Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Class I Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending such Disposition and (iii) agreements, instruments and documents of the types described in clauses (b) through (l) of Section 7.12 (provided, that, in the case of any such type that is limited to certain assets (including Capital Stock) or Persons, the permission in this clause (iii) shall also be limited to such assets or Persons after giving effect to the final sentence of Section 7.12) and negotiated in good faith and not with the purpose of avoiding the restrictions of this Section. Notwithstanding any of the foregoing, the ability of any Class II Restricted Subsidiary to make Restricted Payments may be subject to encumbrances and restrictions imposed by agreements or instruments relating to any Non-Recourse Debt of such Class II Restricted Subsidiary.

  • Limitations on Restricted Payments (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • Restrictions on Subsidiary Payments to the Company No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Time of Sale Disclosure Package and the Prospectus.

  • Limitations and Conditions on Benefits The benefits and payments provided under this Agreement shall be subject to the following terms and limitations:

  • Corporate Changes Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the Lenders. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the Lenders; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the Lenders, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the Lenders.

  • Limitation on Effecting Transactions Resulting in Certain Adjustments The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

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