AMC Subsidiaries definition

AMC Subsidiaries means the direct or indirect subsidiaries of the Company (or, in the case of a going private transaction or Change in Control, the direct or indirect subsidiaries of the Surviving Entity).

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AMC Subsidiaries means all of the Subsidiaries listed on Schedule A.

AMC Subsidiaries means all of the Subsidiaries listed on Schedule A. “Ancillary Agreements” shall mean all of the written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the Parties or any other member of their respective Groups in connection with the transactions contemplated hereby, including the Transition Services Agreement, Employee Matters Agreement, the Cablevision Affiliation Agreements, the Registration Rights Agreements, the Subleases, the VOOM Litigation Agreement, and the Tax Disaffiliation Agreement. “Applicable Rate” shall mean the rate of interest per annum announced from time to time by Citibank, N.A., as its prime lending rate. “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions located in The City of New York are authorized or obligated by law or executive order to close. “Cablevision” shall have the meaning set forth in the preamble to this Agreement. “Cablevision Affiliation Agreements” shall mean the Affiliation Agreements by and between Cablevision and one or more of the programming businesses of AMC, which agreements are in existence on the date hereof. “Cablevision Business” shall mean each and every business conducted at any time by Cablevision or any Subsidiary controlled by Cablevision, except the AMC Business.

Examples of AMC Subsidiaries in a sentence

• You hereby agree that the Company shall have the right to offset against its obligation to deliver shares of Class A Common Stock, cash or other property under this Agreement to the extent that it does not constitute “non-qualified deferred compensation” pursuant to Section 409A, any outstanding amounts of whatever nature that you then owe to the Company or any of the AMC Subsidiaries.

• If, on or prior to the Award Date, your continuous employment by the Company or one of the AMC Subsidiaries ends for any reason, other than as a result of your death, then you will automatically forfeit all of your rights and interest in the Award regardless of whether the Objectives are attained.

• If, prior to the end of the Performance Period, your employment with the Company or any of the AMC Subsidiaries is terminated as a result of your death then your estate will receive, promptly (and in any event within 30 days) following the date of such termination, payment of the Target Award prorated for the number of completed months of your employment during the Performance Period prior to such termination.

• If after the end of the Performance Period but prior to the Award Date, your employment with the Company or any of the AMC Subsidiaries is terminated as a result of your death then your estate will receive, on the date payment is made to active eligible employees of the Company, the Award, if any, to which you would have been entitled on the Award Date had your employment not been so terminated.

• Notwithstanding anything to the contrary contained in this Agreement but subject to the subsections of this Section 4(b), if at any time a Change of Control (as defined below) of the Company occurs and immediately prior to such transaction you are employed by the Company or one of the AMC Subsidiaries, you will be entitled to the payment of the Target Award whether or not the Objectives have been attained.

• You hereby agree that if the Company shall owe you any amount that does not constitute “non-qualified deferred compensation” pursuant to Section 409A of the IRC (the “Company-Owed Amount”) under this Agreement, then the Company shall have the right to offset against the Company-Owed Amount, to the maximum extent permitted by law, any amounts that you may owe to the Company or the AMC Subsidiaries of whatever nature.

• Notwithstanding anything to the contrary contained in this Agreement but subject to the subsections of this Section 2, if at any time a Change of Control (as defined below) of the Company occurs and immediately prior to such transaction you are employed by the Company or one of the AMC Subsidiaries, you will be entitled to the payment of the Target Award whether or not the Objectives have been attained.

• If, prior to the end of the Performance Period, your employment with the Company or any of the AMC Subsidiaries is terminated as a result of your death, then the Target Award prorated for the number of completed months of your employment during the Performance Period prior to such termination will vest on the date of such termination.

• Subject to your continuous employment with the Company or one of the AMC Subsidiaries, one-third of your Units will vest on each of the first three anniversaries of the Grant Date (each, a “Vesting Date”); provided that fractional Units will be rounded to the nearest whole Unit.

• The Award, calculated in accordance with Annex 2 attached hereto, will vest upon the date on which the Committee determines the Company’s performance against the Objectives (the “Vesting Date”) provided, that you have remained in the continuous employ of the Company or one of the AMC Subsidiaries from the Effective Date through the Vesting Date.