Modified Amount definition
Modified Amount means, as of any day following the determination of the Adjustment Amount, the difference between the Adjustment Amount over the Notional Amount, which, for the avoidance of doubt, may be negative.
Modified Amount shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax (the “Base Amount”) or (y) the entire Payment plus an additional cash payment in an amount equal to the Partial Gross-Up Payment (as defined below), whichever of (x) or (y), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in receipt by Executive, on an after tax basis, of the greater amount notwithstanding that all or some portion of the Modified Amount may be subject to the Excise Tax. For purposes of this paragraph, the “Partial Gross-Up Payment” shall be an amount calculated such that, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in receipt by Executive, on an after tax basis, of an amount equal to one-half of the Excise Tax that would be imposed on the Payment if the full Payment were to be made to Executive without reference to this Section. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Base Amount, the Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are payable at different times they shall be reduced on a pro rata basis. Notwithstanding any provision of this Section 4.8 to the contrary, in accordance with the requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), any Partial Gross-Up Payment payable hereunder shall be paid not later than December 31 of the calendar year next following the calendar year in which Executive or the Company (as applicable) remits the taxes for which the Partial Gross-Up Payment is being paid. All determinations to be made under this paragraph shall be made by the independent public accounting firm used by Company immediately prior to the Change in Control event. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, togethe...
Modified Amount has the meaning given in Clause 3.1(b);
Examples of Modified Amount in a sentence
SPINCO shall not submit any Purchase Order for quantities of Supplied Products in excess of the Firm Order or amend the quantities included in the Clinical Supply Plan by more than the permitted Modified Amount without AstraZeneca’s prior written consent.
Viela shall not submit any Purchase Order for quantities of Supplied Product in excess of the Firm Order or amend the quantities included in the Rolling Forecast by more than the permitted Modified Amount without AstraZeneca’s prior written consent.
More Definitions of Modified Amount
Modified Amount means an amount which is £20 greater than the aggregate weekly amount which was payable under the orders, agreements or arrange- ments mentioned in paragraph 7(1)(a) below; and