Buyer Arrangements definition

Buyer Arrangements has the meaning set forth in Section 6.15.
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Buyer Arrangements has the meaning set forth in Section 3.16(e).
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Buyer Arrangements means (a) (i) the Employment Agreements (including any contract or agreement that is an exhibit thereto) and (ii) any other written compensatory arrangements entered into by Buyer or its Affiliates on or after the date of this Agreement directly with any employee of the Company or its Subsidiaries, whether entered into before or after the Closing, and (b) any employment decisions made, or employment-related actions taken, in each case, by or at the direction of Buyer or its Affiliates, at or after the Closing.
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Examples of Buyer Arrangements in a sentence

  • The Company’s failure to include the Buyer Arrangements in the equityholder voting materials described herein, as a result of Buyer’s failure to provide the Buyer Arrangements in a timely manner, will not result in a breach of the covenants set forth in this Section 6.15.

  • Notwithstanding anything to the contrary in this Section 6.15, Buyer will provide a summary of the material terms of any arrangements entered into at the direction of Buyer or between Buyer and its Affiliates, on the one hand, and a "disqualified individual," on the other hand (the “Buyer Arrangements”), along with the estimated parachute value of any payments or benefits granted or contemplated in such Buyer Arrangements, to the Sellers not less than five (5) days prior to the Closing Date.

  • If Buyer fails to comply with the immediately preceding sentence, the Company may solicit the Stockholder Vote without including or disclosing the Buyer Arrangements, the Company’s failure to include or disclose the Buyer Arrangements shall not be a violation of this paragraph.

  • The parties acknowledge that this Section 7.13 shall not apply to any Buyer Arrangements.

  • To the extent that any arrangements are entered into at the direction of Buyer or between Buyer and its affiliates, on the one hand, and a disqualified individual, on the other hand, following the date hereof (“Buyer Arrangements”), the Company shall include such Buyer Arrangements in the parachute payment calculations so long as Buyer has provided such Buyer Arrangements at least ten (10) Business Days prior to the Closing.

  • In the event Buyer does not timely disclose, and provide the information necessary to determine the value (for purposes of Section 280G Code) of, the Buyer Arrangements, the Company shall not include the Buyer Arrangements in the written waiver and shareholder voting materials described herein and such failure to include the Buyer Arrangements will not result in a breach of the covenants set forth in this Section 6.12.

  • In the event that Buyer provides to the Company, no less than ten (10) Business Days prior to the Closing Date, a written description of any Buyer Arrangements, the Company shall include such description in any materials disclosed to Stockholders in connection with soliciting approval in accordance with this Section 5.07; provided, however, that compliance with the remainder of this Section 5.07 shall be determined as if such Buyer Arrangements had not been entered into.

  • Within three (3) Business Days prior to the Company’s solicitation of the stockholder vote contemplated by this Section 7.6(b), Buyer shall disclose to the Company all material terms and values regarding the Buyer Arrangements; provided, that in no event shall the Company solicit such stockholder vote prior to the date that is thirty (30) days following the Agreement Date.

  • For the avoidance of doubt, the Company’s failure to include the Buyer Arrangements in the equityholder voting materials described herein, due to the Buyer’s breach of its obligations set forth in this Section 7.12, will not result in the Company’s breach of this Section 7.12 or Section 5.15(i).

  • Motion made – That the Report of the Select Committee on the First Time Buyer Arrangements at Harcroft Meadow (Petition for Redress) 2015-2016 [PP No 2016/0054] be received and that the following recommendations be approved – Recommendation 1That the Housing Division of the Department of Infrastructure should review its documents and records management policy in the light of the Harcroft Meadow experience, and report to Tynwald.

Related to Buyer Arrangements

  • admission arrangements means the arrangements for a particular school or schools which govern the procedures and the decision making for the purposes of admitting pupils to the school.

  • Life-of-the-unit, firm power contractual arrangement means a unit participation power sales agreement under which a utility or industrial customer reserves, or is entitled to receive, a specified amount or percentage of nameplate capacity and associated energy from any specified unit and pays its proportional amount of such unit's total costs, pursuant to a contract:

  • Travel Arrangements means: (a) transportation: (b) accommodations: and (c) other specified services arranged by the Travel Supplier for the covered trip.

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

  • Benefit Arrangements has the meaning set forth in Section 4.20(b).

  • Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • Access Arrangement means an arrangement for access to a Covered Pipeline that has been approved by the Relevant Regulator.

  • Collective Bargaining Agreements shall have the meaning provided in Section 5.05.

  • Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

  • Continuing Arrangements means those arrangements set forth on Schedule 1.1(24) and such other commercial arrangements among the Parties that are intended to survive and continue following the Separation Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not be Third Party Agreements.

  • Multiple employer welfare arrangement means a multiple employer welfare arrangement

  • Intercreditor Arrangements means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

  • Benefit Arrangement means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

  • Unit Price Arrangement means that part of the Contract that prescribes the product of a price per unit of measurement multiplied by a number of units of measurement for performance of the Work to which it relates;

  • Collective Bargaining Agreement means any Contract that has been entered into with any labor organization, union, works council, employee representative or association.

  • Foreign Benefit Arrangement means any employee benefit arrangement mandated by non-U.S. law that is maintained or contributed to by any Credit Party or any of its Subsidiaries.

  • Management Arrangements means the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Specification, the Service Levels, the Award Procedures and the terms of this Framework Agreement, set out in Schedule 4.

  • Tax Sharing Agreement means any existing agreement binding any Person or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability, other than agreements entered into in the ordinary course of business that do not have as a principal purpose addressing Tax matters.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Significant Transaction or Arrangement means any individual transaction or arrangement that exceeds or is likely to exceed 10% of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the material unlisted subsidiary for the immediately preceding accounting year.

  • legal arrangement means a trust or other similar arrangement;

  • Foreign Government Scheme or Arrangement has the meaning specified in Section 5.12(d).

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Seller 401(k) Plan shall have the meaning set forth in Section 6.01(i).

  • Member Agreement means collectively the Membership and Account Agreement and any other account information provided to you by us from time to time.

  • Seller Plan means any Employee Benefit Plan that is maintained or sponsored by the Seller or any Subsidiaries of the Seller (other than the Companies and their Subsidiaries) for the benefit of any current or former NewCo Employee.