Parachute Payment Waiver definition

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 has the meaning set forth in Section 7.14(a).

Parachute Payment Waiver is defined in Section 2.2(b)(vi).

Examples of Parachute Payment Waiver in a sentence

• The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to advance review and approval by Parent, which approval shall not be unreasonably withheld.

• Prior to the Closing, the Company shall obtain and deliver to Acquirer a Parachute Payment Waiver from each “disqualified individual” (within the meaning of Section 280G of the Code).

• The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company Stockholders in connection with the Section 280G Approval and the calculations related to the foregoing shall be subject to advance reasonable review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

• The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to advance review and approval by Parent Group, which approval shall not be unreasonably withheld.

• Prior to the execution of this Agreement, the Company obtained and delivered to Acquirer a Parachute Payment Waiver from each “disqualified individual” (within the meaning of Section 280G of the Code).

More Definitions of Parachute Payment Waiver

Parachute Payment Waiver has the meaning set forth in Section 9.4.

Parachute Payment Waiver shall have the meaning assigned to it in Section 5.6(h).

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).

Parachute Payment Waiver means a waiver of the right to receive payments that could constitute "parachute payments" under Section 280G of the Code and regulations promulgated thereunder.