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.

  • 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.

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

  • 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.

  • Since the equipment had been delivered by TGE and was included in the Perkwood contract twice, the total cost of USD 3,095,173 appears to be a fictitious investment cost.

  • 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.

  • Promptly after the date hereof, Buyer shall provide the Acquired Companies with all material information regarding any potential payments, benefits or arrangements with or by Buyer or any of its Affiliates and any such disqualified individual thatshould be included in the Section 280G Soliciting Materials (“ Buyer Arrangements”) and Sellers shall cause the Acquired Companies to include the Buyer Arrangements in the Section 280G Soliciting Materials.

  • The parties acknowledge that this Section 5.12 shall not apply to any Buyer Arrangements unless Parent provided sufficient information regarding such Buyer Arrangements to the Company no later than ten (10) Business Days prior to the Effective Time, so that, for the avoidance of doubt, compliance with this Section 5.12 shall be determined as if such Buyer Arrangements had not been entered into.

Related to Buyer Arrangements

  • 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.

  • 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. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit. Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high. Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

  • 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” within the meaning of Section 3(40) of ERISA.

  • 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.

  • 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 Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract or arrangement, whether written or unwritten (including, without limitation, any such agreement, contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document).

  • 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.

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

  • Arrangement Agreement means the arrangement agreement dated as of April 18, 2019 between the Purchaser and the Company, including the schedules and exhibits thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or restated.

  • Seller 401(k) Plan has the meaning set forth in Section 6(e) below.

  • 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 maintained, or contributed to, by the Seller, any Subsidiary or any ERISA Affiliate.