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 has the meaning set forth in the definition of Company Transaction Expenses.
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Examples of Buyer Arrangements in a sentence

  • 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.

  • 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).

  • 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.

  • The parties acknowledge that this Section 3.13(f) shall not apply to any arrangements entered into at the direction of Parent or between Parent and its Affiliates, on the one hand, and a disqualified individual on the other hand (“Buyer Arrangements”) so that, for the avoidance of doubt, compliance with this Section 3.13(f) shall be determined as if such Buyer Arrangements had not been entered into.

  • In the event that Buyer provides to Seller, no less than ten (10) Business Days prior to the Closing Date, a written description of any Buyer Arrangements, Seller shall cause the Company Entities to include such description in any materials disclosed to stockholders in connection with soliciting shareholder approval in accordance with this Section 5E; provided, however, that compliance with the remainder of this Section 5E shall be determined as if such Buyer Arrangements had not been entered into.

  • If Buyer fails to comply with the preceding sentence, the Company shall not be violation of this Section 7.6 if it solicits the stockholder vote without including the Buyer Arrangements.

  • Notwithstanding the foregoing, in no event shall the Company be deemed in breach of this section by reason of any Buyer Arrangements provided later than five (5) Business Days prior to Closing.

  • 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.

  • 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.

  • 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.


More Definitions of Buyer Arrangements

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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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).