Such determination definition

Such determination pursuant to this Section shall take into account (i) whether the payments under this Agreement are "parachute payments" within the meaning of Section 280G and, if so, (ii) the amount of payments under Section 5 that constitutes "reasonable compensation" within the meaning of Section 280G. Nothing contained in this Agreement shall prevent the Corporation after a Change in Control from agreeing to pay the Officer's compensation or benefits in excess of those provided in this Agreement.
Such determination shall take into account (i) whether the payments under this 1999 Agreement are "parachute payments" within the meaning of Section 280G and, if so, (ii) the amount of payments under this Section that constitutes reasonable compensation within the meaning of Section 280G. The fees and expenses of the accountants performing this calculation shall be paid in full by the Company. Nothing contained in this 1999 Agreement shall prevent the Company after a Control Transaction from agreeing to pay Executive compensation or benefits in excess of those provided in this 1999 Agreement.
Such determination. The Master Servicer shall be entitled to reimbursement for any such advance as provided in Section 3.09 hereof.

Examples of Such determination in a sentence

  • Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation.

  • Such determination shall take account of any instruction which the Engineer may issue to the Contractor in connection therewith, and any proper and reasonable measures acceptable to the Engineer which the Contractor may take in the absence of specific instructions from the Engineer.

  • Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

  • Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

  • Such determination shall be based on established clinical criteria and may require Preauthorization.

  • Such determination shall be made by (i) the vote of a majority of a quorum of qualifying Trustees; or (ii) if there are no such Trustees, or if such Trustees so direct, by independent legal counsel in a written opinion.

  • Such determination shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders.

  • Such determination shall be made and announced in advance of such meeting.

  • Such determination will be made after the bid opening and will be based upon an evaluation of all bid submissions and compared to the specific requirements and qualifications contained in these bid documents.

  • Such determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan and the Act.

Related to Such determination

  • Expert Determination has the meaning given to it in Clause 18.3(a) (Expert Determination).

  • Self-Determination means a philosophy and process by which individuals with developmental disabilities are empowered to gain control over the selection of support services that meet their needs. The basic principles of self-determination are:

  • Initial determination means the first child custody determination concerning a particular child.

  • Benchmark Determination Date means (a) if the Benchmark is LIBOR, the LIBOR Determination Date, (b) if the Benchmark is Term SOFR, the date that is two Business Days before the first day of the applicable Accrual Period, (c) if the Benchmark is Compounded SOFR, the date that is five Business Days before the last day of the applicable Accrual Period and (d) if the Benchmark is any other rate, the date determined by the Trust according to Section 2.16 of the Indenture.

  • Adverse determination shall have the meaning set forth in Section 19.7.

  • SOFR Determination Date has the meaning specified in the definition of “Daily Simple SOFR”.

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Final Determination means a determination within the meaning of Section 1313 of the Code or any similar provision of state or local Tax Law.

  • Administrative merits determination means certain notices or findings of labor law violations issued by an enforcement agency following an investigation. An administrative merits determination may be final or be subject to appeal or further review. To determine whether a particular notice or finding is covered by this definition, it is necessary to consult section II.B. in the DOL Guidance.

  • Event Determination Date means either:

  • Final Determination Date means the following:

  • TIA Applicability Determination As defined in Section 12.12.

  • Index Determination Date means, in relation to any Index, a date on which such Indexfalls to be determined in accordance with the Conditions;

  • SOFR Determination Time means 3:00 p.m. (New York time) on the U.S. Government Securities Business Day, at which time Compounded SOFR is published on the FRBNY’s Website.

  • Eligibility Determination means an approval or denial of eligibility and a renewal or termination of eligibility as set forth in OAR 410-200-0015;¶

  • Payment Determination Date means, with respect to any Payment Date, one (1) Business Day immediately preceding such Payment Date.

  • Child custody determination means a judgment, decree, or other order of a court providing for the legal custody, physical custody, or visitation with respect to a child. The term includes a permanent, temporary, initial, and modification order. The term does not include an order relating to child support or other monetary obligation of an individual.

  • Adverse Benefit Determination means any of the following:

  • Spread Determination Date means, for the reset rate notes, any time after the Notice Date but no later than 3:00 p.m., New York City time, on the third business day prior to the related reset date.

  • Reset Determination Date means, in respect of the First Reset Period, the second Business Day prior to the First Reset Date and, in respect of each Subsequent Reset Period thereafter, the second Business Day prior to the first day of each such Subsequent Reset Period;

  • Reviewing Party any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

  • Accounting Restatement Determination Date means the earliest to occur of: (a) the date the Board, a committee of the Board, or one or more of the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.

  • Reviewing Authority means the Alberta Securities Commission.

  • Final Adverse Determination means an Adverse Determination involving a Covered Service that has been upheld by Blue Cross and Blue Shield or its designated utilization review organization, at the completion of Blue Cross and Blue Shield's internal grievance process procedures.

  • LIBOR Determination Date With respect to any Interest Accrual Period for the LIBOR Certificates, the second London Business Day preceding the commencement of such Interest Accrual Period.

  • SOFR Determination Day has the meaning specified in the definition of “Daily Simple SOFR”.