Limitation on Size of Premium Sample Clauses

Limitation on Size of Premium. (a) In connection with any proposed Sale of the Company, each Member agrees not to negotiate for or require as a term of such transaction or as a condition to his agreement to vote therefor that either (i) the holders of High Vote Stock receive for such High Vote Stock or (ii) any Member or any Related Party or Affiliate of any Member receives for the shares of High Vote Stock or Common Stock beneficially owned by any of them, consideration the value of which on a per share basis exceeds the value per share payable to (x) holders of shares of Low Vote Stock into which such High Vote Stock is convertible or (y) holders of Common Stock other than any Member or any Related Party or Affiliate of any Member, in either case by more than ten percent (10%) (a "Prohibited Premium"). For the purposes of computing the existence of a Prohibited Premium, if any noncash consideration to be received by any holders of Common Stock in any proposed Sale of the Company is the same for both (A) (i) the holders of High Vote Stock or (ii) any Member or any Related Party or Affiliate of any Member, as applicable, and (B) (x) holders of shares of Low Vote Stock into which such High Vote Stock is convertible or (y) holders of Common Stock other than any Member or any Related Party or Affiliate of any Member, as applicable, a Prohibited Premium shall be deemed to exist if the ratio of such noncash consideration given to the Persons listed in (A) above exceeds the amount of such noncash consideration given to the Persons listed in (B) above by more than ten percent (10%). If different forms of noncash consideration are to be given to the Persons listed in (A) above than to the Persons listed in (B) above, and there is any disagreement between the Independent Committee and any such Person or the Xxxxxxx Group Representative as to the value of any such consideration for the purposes of determining if there is a Prohibited Premium, then the noncash consideration shall be valued by using the appraisal procedures set forth in Section 2.3(c).
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Related to Limitation on Size of Premium

  • Limitation on Amount The Employee's salary reduction contributions: (Choose (i) or at least one of (ii) or (iii))

  • Limitation on Payment The Salary Continuation Payment will not exceed an amount equal to $1.00 less than the amount which would cause the payment, together with any other payments received from the Company, to be a "parachute payment" as defined in Section 280G(b)(2)(A) of the Internal Revenue Code.

  • Limitation on Leases Neither the Borrower nor any Restricted Subsidiary will create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding Capital Leases and leases of Hydrocarbon Interests and firm transportation contracts or arrangements), under leases or lease agreements which would cause the aggregate amount of all payments made by the Borrower and the Restricted Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed $25,000,000 in any period of twelve consecutive calendar months during the life of such leases.

  • Limitation on Layering The Company shall not Incur any Indebtedness if such Indebtedness is subordinate or junior in ranking in any respect to any Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is contractually subordinated in right of payment to Senior Subordinated Indebtedness. No Subsidiary Guarantor shall Incur any Indebtedness if such Indebtedness is contractually subordinate or junior in ranking in any respect to any Guarantor Senior Indebtedness of such Subsidiary Guarantor unless such Indebtedness is Guarantor Senior Subordinated Indebtedness of such Subsidiary Guarantor or is contractually subordinated in right of payment to Guarantor Senior Subordinated Indebtedness of such Subsidiary Guarantor.

  • Limitation on Suits No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

  • Limitation on Debt Create, incur, assume or suffer to exist any Debt, except:

  • Limitation on Payments In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either:

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