Up Payment Sample Clauses
Up Payment. The Company shall have the right to control all proceedings with the Internal Revenue Service that may arise in connection with the determination and assessment of any Excise Tax and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority in respect of such Excise Tax (including any interest or penalties thereon); provided, that the Company’s control over any such proceedings shall be limited to issues with respect to which a Gross-up Payment would be payable hereunder and Executive shall be entitled to settle or contest any other issue raised by the Internal Revenue Service or any other taxing authority. Executive shall cooperate with the Company in any proceedings relating to the determination and assessment of any Excise Tax and shall not take any position or action that would materially increase the amount of any Gross-up Payment hereunder.
Up Payment. If any payment or benefit received or to be received by you from ▇▇▇▇▇▇, its subsidiaries, successors, or affiliates (the “Company”) in connection with or on account of the Merger is subject to the Excise Tax (each, a “Payment”), the Company will pay you an additional amount (the “Gross-Up Payment”). The Gross-Up Payment will be an amount such that the net amount that you retain, after deduction of (a) the Excise Tax on the Payments, (b) any federal, state, and local income tax and the Excise Tax upon the Gross-Up Payment, and (c) any interest, penalties, or additions to tax payable by you with respect thereto, will be equal to the total present value (determined under section 280G(d)(4) of the Code) of the Payments at the time such Payments are to be made.
Up Payment. On each interest payment date ending after the fifth anniversary of the Closing Date, Issuer shall make a payment (excluding PIK payments) with respect to each Convertible Note such that no part of any Convertible Note will be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code or treated as having “significant original issue discount” within the meaning of Section 163(i)(2) of the Code. Transfer Restrictions: Customary restrictions (taking into account the Agreed Terms).
Up Payment. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Employee, subject to the application of subparagraph (v) below.