Potential 280G Benefits definition

Potential 280G Benefits has the meaning set forth in Section 6.9.
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Potential 280G Benefits means any potential payments or benefits that may be made or provided to any Person who, with respect to the Company, is a “disqualified individual” (as such term is defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement which could constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code).
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Potential 280G Benefits means any potential payments or benefits that may be made or provided to any Person who, with respect to the Company, is or may reasonably be determined to be a “disqualified individual” (as such term is defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement which could constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code).
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Examples of Potential 280G Benefits in a sentence

  • If the Company’s stockholders shall have not provided the requisite approval, any disqualified individual (as such term is defined in the regulations promulgated under IRC Section 280G) shall have agreed to forfeit any Potential 280G Benefits.

  • If required in order for the Company to comply with its pre-Closing covenant under Section 6.9 hereof, the stockholders of the Company shall have voted or acted by written consent to either (i) approve, by the requisite majority, any Potential 280G Benefits, or (ii) not approve such Potential 280G Benefits by the requisite majority.

  • The stockholders of the Company shall (i) have approved by the requisite vote any Potential 280G Benefits or (ii) shall have voted upon such Potential 280G Benefits and the requisite vote was not obtained with respect to the Potential 280G Benefits such that any disqualified individual (as such term is defined in the proposed regulations promulgated under Section 280G) shall forfeit any Potential 280G Benefits.

  • The Pathlore Stockholders shall have (i) approved by the requisite vote any Potential 280G Benefits or (ii) voted upon such Potential 280G Benefits and the requisite vote shall not have been obtained with respect to the Potential 280G Benefits such that any disqualified individual (as such term is defined in the regulations promulgated under Section 280G) shall forfeit any Potential 280G Benefits.

  • With respect to any Potential 280G Benefits, the Company Stockholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such Potential 280G Benefits or (ii) shall have voted upon and disapproved such Potential 280G Benefits, and, as a consequence, such Potential 280G Benefits shall not be paid or provided for in any manner, and Parent shall not have any liabilities with respect to such Potential 280G Benefits.

  • When I moved to buy a second station in Charlotte—this one worse than the first—my accountant quit in protest, and the company’s board vetoed the deal.

  • As soon as practicable following the date hereof, the Company shall prepare and deliver to Purchaser its calculation of the Potential 280G Benefits.

  • Prior to submitting the Potential 280G Benefits to the stockholders of the Company, the Company will provide to the Purchaser a draft of all documents and calculations of the parachute payments contemplated in this Section 5.12 and all relevant supporting documentation.

  • At least five (5) Business Days prior to the date the Company submits the Potential 280G Benefits to the Company Stockholders, the Company shall provide to Nocturne a draft of all documents and calculations of the parachute payments contemplated in this Section 6.23.

  • At least seven (7) Business Days prior to the date the Company submits the Potential 280G Benefits to the shareholders of the Company, the Company will provide to Buyer a draft of all documents and calculations of the parachute payments contemplated in this Section 7.18.


More Definitions of Potential 280G Benefits

Potential 280G Benefits means any potential payments or benefits which will or may be made or provided to any individual who, with respect to the Company, is a “disqualified individual” (as such term is defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement which could constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code).To the extent that any “disqualified individual” with respect to the Company or any of its Affiliates (within the meaning of Section 280G(d)(5) of the Code and the regulations thereunder) would receive any payment or benefit that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G(b) of the Code and the regulations thereunder), then, the Company shall (i) no later than five (5) Business Days prior to the Closing, obtain from each such “disqualified individual” a waiver (the “Parachute Payment Waiver”) of such disqualified individual’s right to some or all of such payment or benefit (the “Waived 280G Benefits”) so that any remaining payment and/or benefit shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder), and (ii) no later than three (3) Business Days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (i), solicit, and use commercially reasonable efforts to secure, the approval of the Stockholders entitled to vote on such matters (along with adequate disclosure intended to satisfy the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Waived 280G Benefits. The Company shall provide drafts of any such waivers and disclosure and approval materials to Purchaser for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed) no later than five (5) Business Days prior to soliciting any such waivers and soliciting such approval. If any of the Waived 280G Benefits fail to be approved as contemplated above, such Waived 280G Benefits shall not be made or provided. To the extent applicable, prior to the Closing, the Company shall deliver to Purchaser evidence reasonably acceptable to Purchaser that a vote of the Stockholders was solicited in accordance with the foregoing provisions of this Section 5.20 and that either (A) the requisite number of votes of the Stockh...
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Potential 280G Benefits shall have the meaning specified in Section 5.5 of the Agreement.
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Potential 280G Benefits shall have the meaning set forth in Section 6.3(n).
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Related to Potential 280G Benefits

  • Severance Benefits mean the payment of severance compensation as provided in Section 2.3 herein.

  • Separation Benefits has the meaning accorded such term in Section 3.04.

  • parachute payments shall have the meanings assigned to them in Code Section 280G and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Code Section 280G(d)(4); (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as defined in Code Section 280G(d)(1); (iv) for purposes of the determination by the Consulting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Code Sections 280G(d)(3) and (4); and (v) the Executive shall be deemed to pay federal income tax and employment taxes at the Executive’s actual marginal rate of federal income and employment taxation, and state and local income taxes at the Executive’s actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 6 and 7 of this Agreement have substantial value to the Company and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments”, the Parties intend that an amount equal to not less than the Executive’s highest annual base salary during the 12-month period immediately prior to the Executive’s termination of employment shall be in consideration of the covenants in Sections 6 and 7 below. The Consulting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be considered to be a “parachute payment” or “excess parachute payment”. The determination of the Consulting Firm shall be addressed to the Company and the Executive and such determination shall be binding upon the Company and the Executive.

  • Parachute Payment means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

  • Change in Control Benefits means the following benefits:

  • Section 280G means Section 280G of the Code and the Treasury regulations promulgated thereunder or any similar or successor provision.

  • Health Benefits means health maintenance organization, insured or self-funded medical, dental, vision, prescription drug and behavioral health benefits.

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Essential Health Benefits means, under section 1302(b) of the Patient Protection and Affordable Care Act, those health benefits to include at least the following general categories and the items and services covered within the categories: ambulatory patient services; Emergency Services; hospitalization; maternity and newborn care; mental health and substance abuse disorder services, including behavioral health treatment; prescription drugs; rehabilitative and habilitative services and devices; laboratory services; preventive and wellness services and chronic disease management; and pediatric services, including oral and vision care.

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Employment benefits means all benefits provided or made

  • Covered benefits or “benefits” means those health care services to which a covered person is entitled under the terms of a health benefit plan.

  • Section 409A Deferred Compensation means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.

  • Accrued Benefits shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company and its Affiliates for the time period ending with the Termination Date; (iii) any and all other cash earned through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) notwithstanding any provision of any bonus or incentive compensation plan applicable to the Executive, a lump sum amount, in cash, equal to the sum of (A) any bonus or incentive compensation that has been allocated or awarded to the Executive for a fiscal year or other measuring period under the plan that ends prior to the Termination Date but has not yet been paid (pursuant to Section 5(f) or otherwise) and (B) a pro rata portion to the Termination Date of the aggregate value of all contingent bonus or incentive compensation awards to the Executive for all uncompleted periods under the plan calculated as to each such award as if the Goals with respect to such bonus or incentive compensation award had been attained; and (v) all other payments and benefits to which the Executive (or in the event of the Executive's death, the Executive's surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Employer, including severance payments under the Employer's severance policies and practices in the form most favorable to the Executive that were in effect at any time during the 180-day period prior to the Effective Date. Payment of Accrued Benefits shall be made promptly in accordance with the Employer's prevailing practice with respect to clauses (i) and (ii) or, with respect to clauses (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

  • Severance Benefit means the payment of severance compensation as provided in Article III.

  • Severance Pay means any amount that is payable in cash and is identified by a Participating Company as severance pay, or any amount which is payable on account of periods beginning after the last date on which an employee (or former employee) is required to report for work for a Participating Company.

  • Earned Compensation means any Annual Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends pursuant to Section 3(a) (but excluding any salary and interest accrued thereon payment of which has been deferred).

  • Medical Benefits means the monthly fair market value of benefits provided to the Employee and the Employee’s dependents under the major medical, dental and vision benefit plans sponsored and maintained by the Company, at the level of coverage in effect for such persons immediately prior to the Employee’s termination of employment date. The “monthly fair market value” of such benefits shall be equal to the monthly cost as if such persons elected COBRA continuation coverage at such time at their own expense.

  • Tipped employee means any employee engaged in an occupation in which s/he customarily and regularly receives more than $30 per month in tips. Tips include amounts designated as a tip by credit card customers on their charge slips. Nothing in this rule prevents an employer from requiring employees to share or allocate such tips or gratuities on a pre-established basis among other employees who customarily and regularly receive tips. Employer-required sharing of tips with employees who do not customarily and regularly receive tips, such as management or food preparers, or deduction of credit card processing fees from tipped employees, shall nullify allowable tip credits towards the minimum wage.

  • Severance means the complete separation and dismemberment of the part from the body.

  • Severance Compensation means the compensation set forth in (i), (ii), and (iv) above.

  • Golden parachute payment is used with same meaning as in Section 111(b)(2)(C) of EESA.

  • Covered Compensation means any Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after the effective date of the NYSE listing standard, (ii) after the person became an Executive Officer and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association.

  • Bereavement Pay Benefits means the benefits as set out in Article II hereof.

  • Potential Change in Control means the occurrence of any of the following events:

  • Deferred Compensation means the Compensation elected by the Participant to be deferred pursuant to the Plan.