Veralto definition
Examples of Veralto in a sentence
Veralto Corporation (the “Company”) hereby grants to the Participant named in this Grant Notice (the “Participant”), an Award of Restricted Stock Units (“RSUs”) to acquire the number of shares of Common Stock (the “Shares”) set forth in the Grant Notice, subject to the terms and conditions of this Agreement and the Plan, which are incorporated herein by reference.
The RSUs granted pursuant to this Agreement are subject to the terms of the Veralto Corporation Clawback Policy in the form approved by the Committee from time to time (including any successor thereto, the “Policy”) if and to the extent such Policy by its terms applies to the RSUs, and to the terms required by applicable law; and the terms of the Policy and such applicable law are incorporated by reference herein and made a part hereof.
Neither ▇▇▇▇▇▇▇ nor Veralto will pay any interest on the proceeds from the sale of fractional shares.
Nothing in this Agreement is intended to or shall confer upon any employee or former employee of ▇▇▇▇▇▇▇, Veralto or any of their respective Affiliates any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.
In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by ▇▇▇▇▇▇▇ and Veralto and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only.
Notwithstanding the foregoing, with respect to any Joint Return with respect to Foreign Taxes, to the extent that any expenses related to a previously filed Joint Return for similar Foreign Taxes were customarily paid by a member of the Veralto Group, as determined by ▇▇▇▇▇▇▇ in its discretion, then any similar expenses shall be borne by ▇▇▇▇▇▇▇, including, for the avoidance of doubt, any expenses related to the preparation of transfer pricing documentation.
On or prior to the Distribution Date, ▇▇▇▇▇▇▇ and Veralto shall each take all necessary action to cause the Veralto Board to include the individuals identified in the Distribution Disclosure Documents as directors of Veralto, effective as of the Effective Time.
This Agreement (including Article V hereof) may be terminated, modified or amended at any time prior to the Effective Time by and in the sole discretion of ▇▇▇▇▇▇▇ without the approval of Veralto or the stockholders of ▇▇▇▇▇▇▇.
Except as provided in this Section 2.13, all Cash Equivalents held by any member of the Veralto Group as of the Effective Time shall be an Veralto Asset and all Cash Equivalents held by any member of the ▇▇▇▇▇▇▇ Group as of the Effective Time shall be a ▇▇▇▇▇▇▇ Retained Asset.
As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto and its Subsidiaries designated by ▇▇▇▇▇▇▇ or its Affiliates (the “▇▇▇▇▇▇▇ D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by ▇▇▇▇▇▇▇ or certain of its Affiliates (collectively, the “▇▇▇▇▇▇▇ Indemnitors”) in connection with their service as directors or officers of Veralto or its Subsidiaries.