Change of Control Bonuses Sample Clauses

Change of Control Bonuses. The consummation of the transactions contemplated by this Agreement constitutes a change of control of Banyan Management pursuant to the terms and conditions of the Bonus Agreements, and following the Closing, each Bonus Recipient will be entitled to receive the bonus (collectively, the “Change of Control Bonuses”) set forth opposite such Bonus Recipient’s name on the Allocation Schedule. For greater clarity, the Sellers’ Representative shall amend the Allocation Schedule on the Closing Date to include the amount of each Change of Control Bonus to be paid to each Bonus Recipient. At the Closing, the Sellers shall leave cash in a Banyan Management bank account in an amount sufficient to satisfy the payment by Banyan Management of the Change of Control Bonuses and the Sellers’ Representative shall be responsible for paying the Change of Control Bonuses to the Bonus Recipients; provided, that the Sellers’ Representative shall not pay a Change of Control Bonus to a Bonus Recipient until such Bonus Recipient executes a general release of claims in the form attached hereto as Exhibit H (a “Release of Claims”). Upon written request of ParentCo or the Acquiror, the Sellers’ Representative shall provide copies of all bank statements with respect to the Change of Control Bonuses and the payment thereof to the Bonus Recipients.

Change of Control Bonuses. The Purchaser hereby agrees that, on the Closing Date, it shall execute and deliver the Assumption Agreement, pursuant to which, among the other items identified therein, the Seller shall agree to pay, perform and discharge, if and when due, the obligations of the Seller to pay the Change of Control Bonuses, as defined in the Change of Control Agreements, and similar bonuses the Seller agreed to pay to certain of its employees, in the amounts set forth on SCHEDULE A attached hereto (collectively, the "Change of Control Bonuses").

Change of Control Bonuses. In addition to the Base Salary and EBITDA bonuses set forth above, the Employee shall have the right to receive one of the change of control bonuses detailed in Section 3(d)(i) and Section 3(d)(ii) below, depending on which bonus, if any, is triggered first:

Change of Control Bonuses. Prior to or contemporaneously with the Closing, the Xxxxxxxxx Entities shall contribute or pay, or cause to be contributed or paid, to the MLP cash in an amount equal $185,000 for each month (or, for any partial month, a pro-rated amount thereof), commencing on January 1, 2017 and ending on the Effective Time; provided, however, that the aggregate amount to be contributed or paid by the Xxxxxxxxx Entities to the MLP pursuant to this Section 6.21 shall be reduced, dollar-for-dollar, by (i) any outstanding amounts owed to the Xxxxxxxxx Entities for the monthly overhead allocation (which, for the avoidance of doubt, does not include the Other Reimbursable Expenses, as defined below) charged by the Xxxxxxxxx Entities to the MLP pursuant to the terms and conditions of the Services Agreement, dated November 12, 2013, between LCP GP, the MLP and MLP GP, and (ii) the total amount of bonuses actually paid by the Xxxxxxxxx Entities on behalf of any of the MLP Entities in accordance with any change of control agreement to which any of the MLP Entities is a party on the date hereof (without giving effect to any amendments thereto entered into after the date hereof) at any time prior to the Effective Time to any officer of employee of LCP GP or MLP GP (solely to the extent such bonuses relate to the services performed by such officer or employee for the period from and after January 1, 2017). For purposes of this Section 6.21, “Other Reimbursable Expenses” means expenses incurred by the Xxxxxxxxx Entities in accordance with past practices for the benefit, or in connection with the activities, of the MLP Entities in respect of travel, meals and entertainment, professional and advisory services, industry conferences, customer appreciation events, and other direct expenses of the MLP Entities relating its operations and business activities that are paid, initially, by the Xxxxxxxxx Entities on behalf of the MLP Entities.