Section 16 Filer definition

Section 16 Filer is a person who is required to file reports with the Securities and Exchange Commission under Section 16(a) of the Securities Exchange Act of 1934, as amended, as such requirement to so file is in effect at each Affected Date for purposes of Section 13 of this Agreement, or at each Release Date for purposes of Section 3(b) of this Agreement.
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Section 16 Filer is a person who is required to file reports under Section 16(a) of the Act as such requirement to so file is in effect at each Affected Performance RSUs Release Date. “Affected Performance RSUs Release Date” means each Performance RSUs Release Date on which, had a financial restatement that was made after such Performance RSUs Release Date been in effect at such Performance RSUs Release Date, the number of shares of Stock settled on account of Performance RSUs would have been lower. “Excess Compensation” means (i) the difference between the Income that was recognized by the Covered Employee on an Affected Performance RSUs Release Date and the Income that would have been recognized had the financial restatement referred to in the definition of Affected Performance RSUs Release Date then been in effect, except that such difference will be deemed to be zero for each Affected Performance RSUs Release Date prior to the date on which Covered Employee was a Section 16 Filer, plus (ii) the value of any deduction to which the Covered Employee is entitled on account of the payment to the Company required by this Paragraph 15. “Income” means income determined for federal income tax purposes minus the amount of federal, state and local income taxes and, to the extent applicable, the employee portion of Social Security and Medicaid payroll taxes, payable on account of such income. The amount of federal, state and local income taxes and the value of any deduction contemplated by clause (ii) of the second preceding sentence shall be computed by assuming that Income is taxed at the highest marginal rate, with such rate for any state and local income taxes appropriately adjusted to reflect the benefit of an itemized federal deduction for such taxes (if in the case of local taxes, such taxes are eligible for such a deduction), which adjustment shall be made by assuming that no reduction in such deduction on account of the Covered Employee’s adjusted gross income applies.
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Section 16 Filer is a person who is required to file reports under Section 16(a) of the 1934 Act, as amended, as such requirement to so file is in effect at each Affected Date.
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Examples of Section 16 Filer in a sentence

  • In our opinion and according to the information explanation given to us during the course of our audit, and explanations given to us, there is generally an we report that: a d e q u a t e i n t e r n a l c o n t r o l p r o c e d u r e1.


More Definitions of Section 16 Filer

Section 16 Filer is a person who is required to file reports under Section 16(a) of the 1934 Act as such requirement to so file is in effect at each Affected Release Date. “Affected Release Date” means each Release Date on which, had a financial restatement that was made after such Release Date been in effect at such Release Date, the number of shares of Stock settled on account of RSUs would have been lower. “Excess Compensation” means (i) the difference between the Income that was recognized by the Covered Employee on an Affected Release Date and the Income that would have been recognized had the financial restatement referred to in the definition of Affected Release Date then been in effect, except that such difference will be deemed to be zero for each Affected Release Date prior to the date on which Covered Employee was a Section 16 Filer, plus (ii) the value of any deduction to which the Covered Employee is entitled on account of the payment to the Company required by this Paragraph 15. “Income” means income determined for federal income tax purposes minus the amount of federal, state and local income taxes and, to the extent applicable, the employee portion of Social Security and Medicaid payroll taxes, payable on account of such income. The amount of federal, state and local income taxes and the value of any deduction contemplated by clause (ii) of the second preceding sentence shall be computed by assuming that Income is taxed at the highest marginal rate, with such rate for any state and local income taxes appropriately adjusted to reflect the benefit of an itemized federal deduction for such taxes (if in the case of local taxes, such taxes are eligible for such a deduction), which adjustment shall be made by assuming that no reduction in such deduction on account of the Covered Employee’s adjusted gross income applies.
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Section 16 Filer is a person who is required to file reports under Section 16(a) of the Act as such requirement to so file is in effect at each Affected Performance RSUs Release Date. "Affected Performance RSUs Release Date" means each Performance RSUs Release Date on which, had a financial restatement that was made after such Performance RSUs Release Date been in effect at such Performance RSUs Release Date, the number of shares of Stock settled on account of Performance RSUs would have been lower. "Excess Compensation" means (i) the difference between the Income that was recognized by the Covered Employee on an Affected Performance RSUs Release Date and the Income that would have been recognized had the financial restatement referred to in the definition of Affected Performance RSUs Release Date then been in effect, except that such difference will be deemed to be zero for each Affected Performance RSUs Release Date prior to the date on which Covered Employee was a Section 16 Filer, plus (ii) the value of any deduction to which the Covered Employee is entitled on account of the payment to the Company required by this Paragraph 15.
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Related to Section 16 Filer

  • Section 16 Information means information accurate in all respects regarding the Company Insiders, the number of shares of the Company Common Stock held by each such Company Insider and expected to be exchanged for Parent Common Stock in the Merger, and the number and description of the options on the Company Common Stock held by each such Company Insider that are expected to be converted into options on Parent Common Stock in connection with the Merger. "Company Insiders" shall mean those officers and directors of the Company who will be subject to the reporting requirements of Section 16(b) of the Exchange Act with respect to Parent and who are listed in the Section 16 Information.

  • Section 16 Insider means an officer or director of the Corporation subject to the short-swing profit liabilities of Section 16 of the 1934 Act.

  • Section 16 Person means a person who, with respect to the Shares, is subject to Section 16 of the 1934 Act.

  • Section 16 Persons means those officers, directors or other persons who are subject to Section 16 of the Exchange Act.

  • Section 162(m) of the Code means the exception for performance-based compensation under Section 162(m) of the Code and any applicable treasury regulations thereunder.

  • Deficient Exchange Act Deliverable With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Loan Seller Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such item and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article 13 of this Agreement, that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and/or the rules and regulations promulgated thereunder.

  • Section 162(m) Participant means any key Employee designated by the Administrator as a key Employee whose compensation for the fiscal year in which the key Employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.

  • Section 162(m) Award means a Performance Award granted under Section 6(k)(i) to a Covered Employee that is intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m).

  • Company Stock Option Plans means the Company’s 2000 Employee Stock Option Plan, 1997 Employee Stock Option Plan and 1995 Stock Option Plan, in each case as amended.

  • SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

  • Section 162(m) Exemption means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

  • Incentive Stock Option means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

  • Exchange Act Regulations means the General Rules and Regulations under the Exchange Act.

  • Section 16 Participants means Participants who are subject to the provisions of Section 16 of the Exchange Act.

  • Company Stock Option Plan means each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or otherwise issued.

  • Limited Exchange Act Reporting Obligations The obligations of the Master Servicer under Section 3.16(b), Section 6.02 and Section 6.04 with respect to notice and information to be provided to the Depositor and Article XI (except Section 11.07(a)(1) and (2)).

  • Rule 15Ga-1 Notice As defined in Section 2.03(g).

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Company Stock Option means any option to purchase Company Common Stock granted under any Company Stock Plan.