Waived Benefits definition
Waived Benefits is defined in Section 7.04(a).
Waived Benefits has the meaning given to it in Section 6.12(h).
Waived Benefits is defined in Section 9.20.
Examples of Waived Benefits in a sentence
Prior to the Closing, the Company shall use its commercially reasonable efforts to obtain the approval by such number of stockholders of the Company in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q‑7 of Section 1.280G‑1 of such Treasury Regulations, of the right of each Person described in this Section 6.8 who has executed the waiver described therein to receive or retain, as applicable, such Person’s Waived Benefits.
More Definitions of Waived Benefits
Waived Benefits is defined in Section 6.8.
Waived Benefits shall have the meaning set forth in Section 5.6 of the Agreement.
Waived Benefits has the meaning given in Clause 5.13; and
Waived Benefits is defined in Section 7.04(a). “Welfare Plans” is defined in Section 5.15(a). “Willful Breach” means a knowing and intentional breach of this Agreement in any material respect. “Working Capital” means (a) the amount of only those specific line items designated as “current assets” in the calculation of Working Capital on Exhibit H, minus (b) the amount of only those specific line items designated as “current liabilities” in the calculation as Working Capital on Exhibit H, in each case, for the Company Group on a consolidated basis calculated in accordance with the Accounting Principles. For the avoidance of doubt, Working Capital shall exclude Cash, Indebtedness, Transaction Expenses, deferred Tax assets or liabilities, and any Income Tax assets or liabilities. Exhibit H sets forth an illustrative example of the calculation of Working Capital (including any such specific adjustments thereto for purposes of calculating Working Capital), as of September 30, 2024. Such calculation is included for reference purposes only, and notwithstanding anything to the contrary, neither the Company nor any other Person makes any representation or warranty in respect thereof. For the avoidance of doubt, in the event of a conflict between the Accounting Principles and Exhibit H, the Accounting Principles will prevail.
Waived Benefits has the meaning set forth in Section 4.15.