Parachute Payment Waivers definition

Parachute Payment Waivers has the meaning set forth in Section 6.8(d)(ii).

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Parachute Payment Waivers means the parachute payment waivers, each in a form acceptable to Parent, from each person who the Company reasonably believes, with respect to the Company, is a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately before the initiation of the 280G Stockholder Approval process and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, pursuant to which such person agreed to waive any and all right or entitlement to such parachute payment to the extent the value thereof exceeds 2.99 times such person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder.

Parachute Payment Waivers means the waivers prepared by the Company with respect to each Disqualified Individual pursuant to which such Disqualified Individual waives the right to receive the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G of the Code.

Examples of Parachute Payment Waivers in a sentence

• Prior to the Effective Date, each of Voyager and its Subsidiaries, to the extent applicable, shall deliver to Harbor and Spinco evidence that a vote of the stockholders was solicited in accordance with the foregoing provisions of this Section 7.14 and that either (i) 280G Approval was obtained, or (ii) 280G Approval was not obtained, and as a consequence, the parachute payments subject to the Parachute Payment Waivers shall not be made or provided in accordance with such Parachute Payment Waivers.

• The Company shall have timely delivered all Parachute Payment Waivers to Buyer prior to the solicitation of the Section 280G Approval and the Company shall have delivered to Buyer prior to Closing the Section 280G Vote Materials.

• Seller shall, prior to distributing the Parachute Payment Waivers and prior to distributing to stockholders copies of the relevant documents prepared by Seller in connection with this Section 9.06, including the parachute payment calculations prepared by Seller and/or its advisors, provide Buyer with reasonable opportunity to review and comment on all such materials and shall consider Buyer’s comments in good faith.

• The Parachute Payment Waivers and documents to be provided to the equityholders in connection with the solicitation of unitholder approval shall be in a form reasonably acceptable to Acquiror.

• The Company shall have obtained the Parachute Payment Waivers and shall have solicited the 280G Stockholder Approval in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits and, in the absence of such 280G Stockholder Approval, none of those payments or benefits shall be paid, pursuant to the Parachute Payment Waivers.

More Definitions of Parachute Payment Waivers

Parachute Payment Waivers shall have the meaning set forth in Section 9.06.

Parachute Payment Waivers shall have the meaning set forth in Section 4.6 of this Agreement.

Parachute Payment Waivers means the parachute payment waivers, each in a form reasonably acceptable to Parent, from each person who the Company reasonably believes, with respect to DNH Medical Management, Inc. or JSA Holdings, Inc., is a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately before the initiation of the Section 280G Stockholder Approval process and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, pursuant to which such person agreed to waive any and all right or entitlement to such parachute payment to the extent the value thereof exceeds 2.99 times such person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder.

Parachute Payment Waivers has the meaning set forth in Section 7.05(k). “Payoff Letters” has the meaning set forth in Section 6.02(d)(vi). “Permit” means all licenses, memberships, registrations, certifications, accreditations, permits, bonds, franchises, approvals, authorizations, consents or orders of, notifications to or filings with any Governmental Entity, whether non-U.S., federal, state, or local, any industry association or standards compliance organization or any other Person. “Permitted Liens” means (i) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by any of the CD Group Companies and for which appropriate reserves have been established on the Financial Statements in accordance with GAAP; (ii) inchoate or statutory Liens of mechanics, carriers, workers, repairers or others arising or incurred in the ordinary course of business for amounts that are not due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by any of the CD Group Companies and, in either case, for which appropriate reserves have been established in accordance with GAAP; (iii) non-exclusive licenses to Intellectual Property Rights granted to customers in the ordinary course of business; (iv) all covenants, conditions, restrictions (including any zoning, entitlement, conservation, restriction, and other land use and environmental regulations by Governmental Entities), easements, charges, rights-of-way, and other Liens of record affecting the Acquired Interest Real Property, provided that, with respect to Leased Real Property, no such

Parachute Payment Waivers has the meaning set forth in Section 4.16.

Parachute Payment Waivers has the meaning set forth in Section 7.02(f).

Parachute Payment Waivers. Section 6.6(g) “Parking Analysis” Section 6.10 “Parking Analysis Date” Section 6.10 “Parties” Preamble