Examples of Applicable Companies in a sentence
The determinations of the Present Value of Benefits required to be made hereunder as of any Benefit Valuation Date, or other date, occurring prior to a Change in Control shall be made by an enrolled actuary selected by the Applicable Companies.
Following the Closing, the Applicable Companies shall use their best efforts to prohibit any of their direct or indirect subsidiaries from taking any action that is or is reasonably likely to be material to the Applicable Companies without the prior approval of the board of directors of the Applicable Companies.
Holdings and the Shareholders desire to enter into this Agreement to govern certain rights and obligations of Holdings and the Shareholders with respect to the governance of the Applicable Companies (as defined below) and the Holdings Shares immediately following the Closing.
The determinations of the Present Value of Benefits required to be made hereunder as of any Benefit Valuation Date occurring prior to a Change in Control shall be made by an enrolled actuary selected by the Applicable Companies.
In no event will the Applicable Companies be liable for any additional tax, interest or penalties that may be imposed on the Executive under Section 409A of the Code or for any damages for failing to comply with Section 409A of the Code.
Accordingly, (x) HomeFed covenants to use commercially reasonable efforts to obtain a waiver from the SEC in connection with the GAAP Financials referenced in clauses (a) and (b) hereof (the “Waiver”); and (y) if the Waiver is not granted, the Applicable Companies covenant to use commercially reasonable efforts to prepare the required GAAP Financials referenced in clauses (a) and (b) of this Section 14 within sixty-seven (67) days from the Closing Date.
For all services that Executive renders to, or at the direction of, Employer pursuant to this Agreement, including in respect of the other Applicable Companies, the Executive’s initial base salary is $901,000 per annum during the Employment Period (the “Base Salary”).
The Executive’s employment with, provision of services to, or status as the Chief Legal Officer of any of the Applicable Companies other than Employer may be terminated at any time, with or without cause or for any reason at all, and without any liability to the Executive, it being acknowledged that the provisions of this Section 5 do not apply to any such termination.
Notwithstanding the foregoing, in connection with the transactions contemplated herein, HomeFed believes that the U.S. Securities and Exchange Commission (the “SEC”) may require that the Applicable Companies provide: (a) a 2017 GAAP limited audited income statement; (b) a June/September 2018 GAAP income statement; and (c) audited GAAP financial statements for the entirety of 2018 (collectively, the “GAAP Financials” and anything relating to or arising out of the GAAP Financials, the “SEC Compliance”).
The Waiver will have no impact on the need to prepare the GAAP Financials referenced in clause (c) of this Section 14 and so the Applicable Companies will use commercially reasonable efforts to deliver audited GAAP Financials referenced in clause (c) by March 20, 2019.