Parachute Payment Waiver has the meaning set forth in Section 7.14(a).
Parachute Payment Waiver means, with respect to any Person, a written agreement waiving such Person’s right to receive any “parachute payments” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) solely to the extent required to avoid the imposition of a tax by virtue of the operation of Section 280G of the Code and to accept in substitution therefor the right to receive such payments only if approved by the shareholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder.
Parachute Payment Waiver means, with respect to any Person, a written agreement waiving such Person’s right to receive any “parachute payments” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) solely to the extent required to avoid the imposition of a tax under Section 280G of the Code and to accept in substitution therefor the right to receive such payments only if approved by the shareholders of the Company in a manner that is intended to comply with Section 280G(b)(5)(B) of the Code.
Examples of Parachute Payment Waiver in a sentence
The Company agrees that in the absence of obtaining the 280G Approval, none of the Waived Parachute Payments shall be paid or provided to the Disqualified Individuals from which the Company has obtained a Parachute Payment Waiver pursuant to the terms of such Parachute Payment Waivers.
More Definitions of Parachute Payment Waiver
Parachute Payment Waiver is defined in Section 2.2(b)(vi).
Parachute Payment Waiver has the meaning set forth in Section 11.16(b).
Parachute Payment Waiver shall have the meaning assigned to it in Section 5.2(g).
Parachute Payment Waiver has the meaning assigned to it in Section 1.2(d)(xi).
Parachute Payment Waiver means a waiver pursuant to which a Disqualified Individual agrees to waive any and all right or entitlement to such Disqualified Individual’s Waived Parachute Payments.
Parachute Payment Waiver means the parachute payment waiver in a form reasonably agreeable to the Acquiror and the Company, pursuant to which each Person identified on Schedule 5.12 to the Disclosure Letter has agreed to waive any and all right or entitlement to any payments and/or benefits that could reasonably be considered “contingent on a change in ownership or control” within the meaning of Treasury Regulation Section 1.280G-1 Q/A-22 the aggregate value thereof which exceeds three times such Person’s base amount determined in accordance with Section 280G less one dollar unless stockholder approval of such payments and/or benefits is obtained pursuant to Section 5.14.
Parachute Payment Waiver has the meaning set forth in Section 1.4(b)(x).