Company Payments definition

Company Payments means Payments (other than a Gross-Up Payment) provided under a plan, program, agreement or arrangement with the Company or its subsidiaries to the extent in effect as of immediately prior to the consummation of the applicable Change in Control. For the avoidance of doubt, Company Payments shall not include Payments provided under a plan, program, agreement or arrangement to which none of the Company and its subsidiaries is a party.

Company Payments has the meaning ascribed to in Section 6.

Company Payments means payments by or losses to the Company or its Subsidiaries resulting from any of the following that have occurred from and after September 30, 2013 (the “Adjustment Measurement Date”) through the Closing, other than those described on Section 8.1(e) of the Company Disclosure Schedule:

Examples of Company Payments in a sentence

• In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity.

• In the event that a vote satisfying the requirements of Section 280G(b)(5) of the Code is not obtained for any reason, then the Executive will be entitled to receive a portion of the Company Payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code) (the “Safe Harbor Amount”).

• Any reduction of the Company Payments pursuant to the foregoing shall occur in the following order: (A) any cash severance payable by reference to the Executive’s Base Salary or Annual Bonus; (B) any other cash amount payable to the Executive; (C) any benefit valued as a “parachute payment;” and (D) acceleration of vesting of any equity award.

• Any reduction of the Company Payments pursuant to the foregoing shall occur in the same manner as provided in the last sentence of Section 8(f)(i) hereof.

• Any reduction of the Company Payments pursuant to the foregoing shall occur in the following order: (i) any cash severance payable by reference to the Executive’s base salary or annual bonus; (ii) any other cash amount payable to the Executive; (iii) any benefit valued as a “parachute payment;” and (iv) acceleration of vesting of any equity award.

More Definitions of Company Payments

Company Payments means any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options or restricted stock) under this Agreement or under any other plan, agreement or arrangement with the Company.

Company Payments means the Company Termination Fee and any expense reimbursement paid by the Company pursuant to Section 8.2(b).

Company Payments has the meaning set forth in Section 8.1(e).

Company Payments has the meaning provided in Section 4.2(a).

Company Payments means all amounts required to be paid by the Company to the Issuer pursuant to Section 5.3(a) of the Company Agreement, or any prepayment thereof. The other payments required by Section 5.3 of the Company Agreement shall not be considered Company Payments.

Company Payments has the meaning set forth in Section 8.1(e). “Company Permits” has the meaning set forth in Section 3.7(b). “Company Preferred Stock” has the meaning set forth in Section 3.2(a).

Company Payments means all (i) fees, costs, expenses and other amounts paid or payable by the Company to any brokers, advisors, investment bankers, consultants, accountants, attorneys or other professionals engaged by the Company in connection with the structuring, negotiation or consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (ii) employee and executive bonuses, (iii) distributions to the Members (or held on behalf of the Members) made or declared after December 31, 2005 and prior to the Effective Time, (iv) withholding tax payments made by the Company after December 31, 2005 and (v) certain other expenses and payments set forth on Company Disclosure Schedule 3.1(w).