Examples of Transaction Benefit in a sentence
The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to the Transaction Benefit is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive.
If the accounting firm determines that no Excise Tax is payable with respect to the Transaction Benefit, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Transaction Benefit.
If more than one manner of reduction of the Transaction Benefit necessary to achieve the Reduced Amount yields the greatest economic benefit to Executive, the payments and benefits constituting the Transaction Benefit shall be reduced pro rata.
If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Transaction Benefit equals the Reduced Amount, reduction shall occur in a manner necessary to provide Executive with the greatest economic benefit.
If any payment or benefit Executive would receive in connection with a Change in Control pursuant to this Agreement or otherwise (collectively, the “Transaction Benefit”) (i) would constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Transaction Benefit shall be reduced to the Reduced Amount.
The Company shall have delivered to the Lead Investor documentation reasonably acceptable to the Lead Investor providing that no executive officers of the Company shall be entitled to any Employee Transaction Benefit.
No Transaction Benefit may fail to be deductible for United States federal income tax purposes by virtue of Section 280G of the code or may be subject to an excise tax under Section 4999 of the Code.
Except as set forth in Part 2.12(c) of the Disclosure Schedule, none of Seller, the Company or the Subsidiary has any legally binding plan or program requiring the payment of severance compensation in connection with the termination of employment of the Employees, including in connection with the Severance Benefit Plan, the Key Employee Severance Benefit Plan or the Transaction Benefit Plan.
If any payment or benefit Executive would receive in connection with a Change In Control pursuant to this Agreement or otherwise (collectively, the “Transaction Benefit”) (i) would constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Transaction Benefit shall be reduced to the Reduced Amount.