Company Counsel Opinion means a legal opinion of nationally recognized executive compensation counsel that (i) there is a reasonable basis to support a conclusion that the Gross-up Payment set forth in the Certificate of Xxxxxxxx'x independent auditors has been calculated in accord with this Paragraph 7 and applicable law, and (ii) there is no reasonable basis for the calculation of the Gross-up Payment determined by the Executive.
Company Counsel Opinion means an opinion of nationally-recognized executive compensation counsel to the effect that (i) the amount of the Gross-Up Payment set forth in the Company Certificate is the amount that a court of competent jurisdiction, based on a final judgment not subject to further appeal, is most likely to decide to have been calculated in accordance with this Article and applicable law and (ii) for purposes of Section 6662 of the Code, the Executive has substantial authority to report on his federal income tax return the amount of Excise Taxes set forth in the Company Certificate.
Company Counsel Opinion see Section 5.5.
Examples of Company Counsel Opinion in a sentence
ProceduresWho is the subject pool and how they will be recruited?The subject pool will be the general public in the city of Seremban.
Cowen shall have received the Company Counsel Opinion Letters required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinions is required pursuant to Section 7(n).
More Definitions of Company Counsel Opinion
Company Counsel Opinion means a legal opinion from the Company Counsel, dated as of the applicable Closing Date, in the form attached hereto as Exhibit E.
Company Counsel Opinion. (as defined in Section 5.5, below)), and pay the Executive the Gross-up Payment specified in such Certificate. If for any reason the Company fails to comply with clause (2) of the preceding sentence, the Gross-up Payment specified in the Executive's Determination shall be final, binding and controlling for all purposes.
Company Counsel Opinion means a legal opinion from Xxxxx Day, as counsel for the Company, reasonably acceptable to the Consenting Noteholders and the Revolving Lenders.
Company Counsel Opinion means a legal opinion from Jones Day, as counsel for the Company, reasonably acceptable to the Consenting Noteholders and the Revolving Lenders.
Company Counsel Opinion means an opinion of
Company Counsel Opinion means a legal opinion from Torys LLP, the Company’s counsel, dated as of the applicable Closing Date, in the form attached hereto as Exhibit D-1 in the case of the First Closing, and Exhibit D-2 in the case of the Second Closing.
Company Counsel Opinion has the meaning set forth in Section 1.01 of the Company Disclosure Letter.