Special Definition Clause Samples

Special Definition. For purposes of this Article IV, the term “Company” shall be deemed to include any subsidiary of the Company.

Special Definition. As used in this Article V, the following terms shall have the ascribed meanings:

Special Definition. As used herein, the term “Basic Severance” shall mean the aggregate of the following amounts and benefits: a. The continuation of Employee’s annualized Base Compensation in effect as of the date on which his or her employment ceases (Employee’s “Termination Date”), which amount shall be divided and paid in equal installments during the 12-month period following such date, in accordance with the Company’s regular pay date practices; b. The bonus due under the Company’s Annual Incentive Plan or a successor thereto with respect to the Company’s most recently completed fiscal year, if any, to the extent that such bonus has not yet been paid as of Employee’s Termination Date, which amount shall be paid on the payment date generally applicable to such bonus; and c. A monthly amount equal to the Company’s portion of Employee’s premium or similar contribution required under the Company’s group medical plan as an active employee, such amount to be (i) based upon Employee’s level of enrollment in such plan as of his or her Termination Date, (ii) paid during the 12-month period following Employee’s Termination Date or until Employee’s coverage ceases in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), if earlier, and (iii) contingent upon Employee’s timely election to continue his or her coverage under the Company’s group medical plan in accordance with Code Section 4980B.

Special Definition. For purposes of this Article, a “participant” is any Participant or Beneficiary, including an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), who is a party-in-interest (as determined under ERISA Section 3(14)) with respect to the Plan.

Special Definition. For purposes of this Section 3.07(f), “Additional Common Shares” shall mean all Common Shares issued (or, pursuant to Section 3.07(f)(iii), deemed to be issued) by the Company after the Agreement Date, other than the following securities (such securities, “Excepted Issuances”):

Special Definition. For purposes of this Section 4.03(d), “Additional Common Units” shall mean all Common Units issued (or, pursuant to Section 4.03(d)(iii), deemed to be issued) by the Company after the date of this Agreement, other than issuances or deemed issuances of:

Special Definition. For purposes of this paragraph 4(d), "ADDITIONAL SHARES OF COMMON" shall mean all shares of Common Stock issued (or, pursuant to paragraph 4(d)(iii), deemed to be issued) by the Company after the Original Issue Date of a particular series of Preferred Stock, other than:

Special Definition. As used herein, the term “Basic Severance” shall mean the aggregate of the following amounts and benefits: a. The continuation of Employee’s annualized Base Compensation in effect as of the date on which his or her employment ceases (Employee’s “Termination Date”), which amount shall be divided and paid in substantially equal installments during the 12-month period following such date, in accordance with the Company’s regular pay date practices; b. The bonus due under the Company’s annual incentive plan in which Employee participates as of his or her Termination Date (“Annual Incentive Plan”) with respect to the Company’s most recently completed fiscal year, if any, to the extent that such bonus has not yet been paid as of Employee’s Termination Date, which amount shall be paid on the payment date generally applicable to such bonus; and c. A monthly amount equal to the Company’s portion of Employee’s premium or similar contribution required under the Company’s group medical plan as an active employee, such amount to be (i) based upon Employee’s level of enrollment in such plan as of his or her Termination Date, (ii) paid monthly during the 12-month period following Employee’s Termination Date or until Employee’s coverage ceases in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), if earlier, and (iii) contingent upon Employee’s timely election to continue his or her coverage under the Company’s group medical plan in accordance with Code Section 4980B. Notwithstanding the foregoing, if Basic Severance is payable to Employee pursuant to Section 3.4, payments of the Basic Severance will commence as of the 60th day following Employee’s Termination Date (the “Payment Start Date”) if, as of the Payment Start Date, the release requirements described in Section 3.4 are satisfied and any payments that would otherwise have been made after Employee’s Termination Date and prior to the Payment Start Date shall be paid in a lump sum on the Payment Start Date; provided, however, that if and to the extent that the Basic Severance is not subject to Code Section 409A, then the Company, in its sole discretion, may commence payment of the Basic Severance prior to the Payment Start Date and after the release requirements are satisfied.

Special Definition. The term “Net-Tax Basis” as used in this ARTICLE IX means that, in determining the amount of the payment necessary to indemnify any Indemnitee against, or reimburse any Indemnitee for, Liabilities, the amount of such Liabilities will be determined net of any theoretical reduction in Tax realizable (assuming a hypothetical effective tax rate of forty percent (40%)) by the Indemnitee as the result of sustaining or paying such Liabilities after taking into account any Tax incurred on the receipt of Insurance Proceeds, and the amount of such Indemnity Payment will be increased (i.e., “grossed up”) by the amount necessary to satisfy any income or franchise Tax Liabilities that will be incurred by the Indemnitee as a result of its receipt of, or right to receive, such Indemnity Payment (as so increased), so that the Indemnitee is put in the same net after-Tax economic position as if it had not incurred such Liabilities, in each case without taking into account any impact on the Tax basis that an Indemnitee has in its assets.