Covered Arrangement definition

Covered Arrangement means, with respect to any person and as of any date, any agreement, arrangement or understanding (including any swaps or other derivative or short positions, profit interests, options, hedging transactions, and securities lending or borrowing arrangement) to which such person or its Affiliates is, directly or indirectly, a party as of such date (A) with respect to shares of the Company or (B) the effect or intent of which is to mitigate loss to, manage the potential risk or benefit of share price changes (increases or decreases) for, or increase or decrease the voting power of such person or any of its Affiliates with respect to securities of the Company or which may have payments based in whole or in part, directly or indirectly, on the value (or change in value) of any securities of the Company (other than, in each such case, interests in investment companies registered under the Investment Company Act of 1940 of the United States of America);
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Covered Arrangement means, with respect to any person and as of any date, any agreement, arrangement or understanding (including any swaps or other derivative or short positions, profit interests, options, hedging transactions and securities lending or borrowing arrangement) to which such person or its Affiliates is, directly or indirectly, a part as of such date (A) with respect to shares of the Company or (B) the effect or intent of which is to mitigate loss to, manage the potential risk or benefit of share price changes (increases or decreases) for, or increase or decrease the voting power of such person or any of its Affiliates with respect to securities of the Company or which may have payments based in whole or in part, directly or indirectly, on the value (or change in value) or any securities of the Company (other than, in each such case interests in investment companies registered under the Investment Company Act of 1940 of the United States of America);
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Covered Arrangement shall include any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, welfare benefit, severance or other plan, agreement, policy or arrangement in existence at the time of an Irrevocable Election or Change in Control for the benefit of any one or more officers or employees of Dime; provided, however, that: (i) neither the trust under the Amended and Restated Umbrella Trust Agreement, dated as of May 18, 2000, among the Company, the Bank and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of the Bank and Related Entities (including any subsequent amendments
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Examples of Covered Arrangement in a sentence

  • However, at the request of the Authorized Body, the individual may present background information or answer questions on the Covered Arrangement.

  • The individual must refrain from attempting to influence the deliberation or voting on the Covered Arrangement.

  • An individual’s disclosure with respect to a Covered Arrangement pursuant to Paragraph 3(a) triggers the Society’s responsibilities under this Paragraph 3(b) (unless it is an Affiliated Covered Arrangement, in which event the Audit Committee will determine which, if any, responsibilities under this Paragraph (b) will apply or if some other course of action is warranted).

  • If the Covered Arrangement is also an Affiliate Covered Arrangement, the disclosure required by Paragraph 3(a)(i) shall be made only to the Audit Committee of the Society and the Audit Committee of the affiliate (or, if the affiliate does not have an Audit Committee, to the governing body of the affiliate).

  • Prior to entering into the Covered Arrangement, the Authorized Body must obtain and rely on comparable market data, to the extent available.

  • If a Governor, Officer, Committee Member or Key Employee of ASME has a direct interest in a Covered Arrangement, or an indirect interest through a person who is a Related Party with respect to him or her, he or she must immediately disclose in writing the existence and circumstances of the arrangement (including the material facts concerning his or her interest) to an Authorized Body.

  • The individual may not participate in or attend the deliberations or vote on the Covered Arrangement.

  • Prior to entering into the Covered Arrangement, if a related party has a “substantial financial interest” in it within the meaning of New York law, the Authorized Body must consider alternative transactions, agreements or arrangements, to the extent available.

  • All disclosures and recusals with respect to a Covered Arrangement together with the basis for all determinations and approvals of the Authorized Body must be contemporaneously documented in writing (including in the minutes of any meeting at which the arrangement was discussed and voted on).

  • Before approving a Covered Arrangement, the Authorized Body must determine that it is fair, reasonable and in the Society’s best interest at the time of such determination.


More Definitions of Covered Arrangement

Covered Arrangement means any license, settlement, agreement for the sale of any patent or rights owned by Client, covenant not to xxx, forbearance agreement, compromise agreement or judgment, in each case, entered into, with, or against, as applicable, any of Apple Inc., Google Inc., or Research in Motion Ltd., including their then existing parents, subsidiaries, affiliates and successors, during the Applicable Period. For the avoidance of doubt, any arrangement reached with a third party that is not a parent, subsidiary, affiliate or successor of a Defendant as of the date of such arrangement shall not be included as a Covered Arrangement based on subsequent activity, events or circumstances that results in such third party becoming a parent, subsidiary, affiliate or successor of a Defendant.
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Covered Arrangement means each proposed transaction, agreement or other arrangement (including any compensation arrangement) in which:
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Related to Covered Arrangement

  • referral arrangement means any arrangement in which a registrant agrees to pay or receive a referral fee;

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

  • legal arrangement means a trust or other similar arrangement;

  • 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:

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

  • Covered agreement means an agreement entered into pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, 31 U.S.C. 313 and 314, that is currently in effect or in a period of provisional application and addresses the elimination, under specified conditions, of collateral requirements as a condition for entering into any reinsurance agreement with a ceding insurer domiciled in this state or for allowing the ceding insurer to recognize credit for reinsurance.

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

  • Compensation Arrangement means any direct or indirect compensatory payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, nomination, service or action as a nominee or as a director of the Corporation;

  • Non-Exempt Severance Arrangement means a severance arrangement or other agreement between the Participant and the Company that provides for acceleration of vesting of an Award and issuance of the shares in respect of such Award upon the Participant’s termination of employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (and without regard to any alternative definition thereunder) (“Separation from Service”) and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4), 1.409A-1(b)(9) or otherwise.

  • Joint service arrangements means agreements between or

  • 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.

  • 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.

  • 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.

  • Treasury Management Arrangement means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

  • Multiple employer welfare arrangement means a multiple employer welfare arrangement

  • General Arrangement Drawings shall have the meaning set forth in Clause 3.1 (iii) (b);

  • Arrangement Provisions means Part 9, Division 5 of the BCBCA;

  • 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;

  • 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.

  • Share Compensation Arrangement means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

  • Prior Employment Agreement has the meaning set forth in the recitals hereto.

  • Continuing care retirement community means a residential

  • Optional Extended Local Calling Scope Arrangement Traffic is traffic that under an optional Extended Local Calling Scope Arrangement chosen by the Customer terminates outside of the Customer’s basic exchange serving area.

  • 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.

  • Planning Agreement means an agreement, undertaking or obligation pursuant to the provisions of section 106 Town and Country Planning Act 1990 or section 111 of the Local Government Act 1972, section 33 of the Local Government (Miscellaneous Provisions) Act 1982 or an infrastructure agreement pursuant to section 38 or section 278 of the Highways Act 1980 or the section 104 of the Water Industry Act 1991;

  • Medical flexible spending arrangement or "medical FSA" means a benefit plan whereby eligible state employees may reduce their salary before taxes to pay for medical expenses not reimbursed by insurance as provided in the salary reduction plan established under chapter