CoC Payment definition

CoC Payment means (i) any Change in Control Benefits provided to you under Part Two of this Agreement which is deemed to constitute a parachute payment within the meaning of Code Section 280G(b)(2) and the Treasury Regulations issued thereunder, (ii) any Option COC Payment attributable to your Acquisition-Accelerated Options, (iii) any RSU COC Payment attributable to your Acquisition-Accelerated RSUs and (iv) any Stock Appreciation Right COC Payment attributable to your Acquisition-Accelerated Stock Appreciation Rights.

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CoC Payment is defined in ‎Section 6.2(d).

CoC Payment means any payment made by (or on behalf of) a Fund or Fund Subsidiary to a Joint Venture Counterparty, Contract Counterparty or Lender Counterparty for the purpose of obtaining such CoC Counterparty’s consent or waiver in connection with a Change of Control Event;

Examples of CoC Payment in a sentence

• If a reduction in payments or benefits constituting “parachute payments” is necessary so that the COC Payment equals the Reduced Amount, reduction shall occur in the following order (in case prorated between those not subject to Section 409A and those subject to Section 409A as deferred compensation): (1) reduction of cash payments; (2) cancellation of acceleration of vesting; and (3) reduction of non-cash employee benefits.

• In order to receive the COC Payment, you must execute any release reasonably requested by Rural/Metro of claims that you may have pursuant to this Agreement (but not any other claims).

• The COC Payment will be payable without regard to whether you look for or obtain alternative employment following your termination of employment with the Company.

• Employer will pay to Officer the COC Payment and the Gross Up Payment together in one lump sum, less applicable deductions and withholdings.

• Upon the Company’s receipt of such notice, (x) the COC Payment Notice shall be null and void with respect to such COC Payment Amount and (y) the Company shall promptly return this Note to Investor.

• For the avoidance of doubt, after the payment of the Non-Competitive COC Payment, Biotronik will remain eligible to receive any payments due under Section 2(d) of this Agreement following the first Change of Control involving a Competitive Company.

• Notwithstanding the foregoing, no COC Payment will be payable if your employment is terminated for Cause, if you terminate your employment without Good Reason, or if your employment is terminated by reason of your “Disability” (as defined in Section 11(d)) or your death.

• The Seller shall not, and shall not permit any of its or the Company’s Affiliates, or its or such Affiliates’ Associates to, enter into or deliver any Contract, instrument or other document relating to the Reorganization, other than the Class B and C Unit Contribution Agreement, the IPC Contribution Agreement and the COC Payment Assignment Agreements (and the exhibits and schedules to any such document).

• In recognition for the period you were a Consultant for the Company, April 14, 2014 to June 21, 2015, the Company will use the date of April 14, 2014 instead of June 22, 2015 as your start date for calculating your severance under the COC Payment Period.

• In addition, the COC Payment will not be payable if your employment is terminated by you or the Company for any or no reason before a Change of Control occurs or if your employment is terminated by you or the Company for any or no reason more than two years after a Change of Control has occurred.

More Definitions of CoC Payment

CoC Payment is defined in Section 6.2(c)(i). “Code” means the Internal Revenue Code of 1986, as amended. “Combination Product” means: (a) a single pharmaceutical formulation (whether co-formulated or administered together via the same administration route) containing as its active ingredients both the Product and one or more other therapeutically or prophylactically active pharmaceutical or biologic ingredients (each an “Other Component”), or (b) a combination therapy comprised of the Product and one or more Other Component(s), whether priced and sold in a single package containing such multiple products, packaged separately but sold together for a single price, or sold under separate price points but labeled for use together, in each case, including all dosage forms, formulations, presentations, and package configurations. Drug delivery vehicles, adjuvants and excipients will not be deemed to be “active ingredients”, except in the case where such delivery vehicle, adjuvant or excipient is recognized by the FDA as an active ingredient in accordance with 21 C.F.R. 210.3(b)(7). All references to Products in this Agreement shall be deemed to include Combination Products. “Commercial Updates” means a summary of material updates with respect to the Seller’s