Examples of Disqualified Individuals in a sentence
Parent and its counsel shall also be provided copies of all documents executed by the Stockholders and Disqualified Individuals in connection with the 280G Stockholder Vote.
At least three Business Days prior to providing the applicable Disqualified Individuals with the Waiver Agreements and the applicable shareholders with the materials necessary to conduct the 280G Shareholder Vote, Osmotica shall, and the Vertical/Trigen Shareholders shall cause each of the Vertical/Trigen Blockers to, provide drafts of the applicable materials to the other parties hereto and incorporate into such materials any reasonable comments that are timely provided by any other party.
In order to satisfy the requirements of the Section 280G exemption described above, Randall's is providing disclosure, in this document and in the accompanying Safeway prospectus, with respect to payments under the severance arrangements and the option acceleration that might constitute Parachute Payments to Disqualified Individuals to be made in connection with the merger (or upon a possible termination of employment upon or following the merger).
The Company agrees that in the absence of such stockholder approval, no Section 280G Payments waived or otherwise contingent on such approval shall be made to the Disqualified Individuals.
The "Base Amount" equals the Disqualified Individual's average annual taxable compensation payable by the corporation with respect to which the change in ownership occurs, or by a predecessor or related entity, during the five most recent taxable years ending before the date on which the change in ownership or effective control occurs.
Randall's has identified individuals who may potentially be Disqualified Individuals for whom the severance arrangements and/or the option acceleration may constitute Parachute Payments.
With respect to all Disqualified Individuals who have received or could become entitled to receive Section 280G Payments, copies of duly executed Parachute Payment Waiver Agreements by and between the Company and the applicable Disqualified Individual, and evidence reasonably satisfactory to Parent that the shareholder vote described in Section 4.3(b) shall have occurred.
Such shareholder approval of the payments of the Bonuses in excess of the Reduced Amount requires an affirmative vote of the holders of shares representing more than 75% of the voting power of the outstanding shares of capital stock of the Company, voting together as a single class on an as-converted to common stock basis, and excluding any stock held by the Disqualified Individuals.
If the 280G Shareholder Vote fails to achieve the requisite approval in respect of any Disqualified Individual, the Company shall provide to Parent the name of such Disqualified Individuals and amounts waived.
The shareholder approval procedure described in Section 6.9(h) shall have occurred and any payments that could reasonably be expected to be nondeductible under Section 280G of the Code shall have been irrevocably waived by each of the applicable Disqualified Individuals and either approved or disapproved by the GFB Shareholders pursuant to the stockholder approval procedure described in Section 6.9(h).