Change in Control Payments means any amounts payable by the Company, the Final Surviving Corporation or their Subsidiaries at or at any time after the Closing (or, to the extent such amounts are unpaid as of immediately prior to the Closing, at any time prior to the Closing) as a result of the execution and delivery of this Agreement or the consummation of the First Merger (whether or not conditioned upon a related or concurrent or subsequent termination of employment or the occurrence of any other event), plus the employer’s share of Taxes payable with respect to all such amounts.
Change in Control Payments means any amounts that are payable to any current or former director, officer, Employee or consultant of the Company as a result of the execution and delivery of this Agreement or the consummation of the Stock Purchase, whether pursuant to any Company Employee Plan or any other employment, severance or change-in-control Contract or otherwise, including any payroll, employment and other Taxes payable in connection with any such payments, or any other amounts, arising out of the payment of the foregoing or the Closing Consideration.
Change in Control Payments means any payments made or to be made by the Company to any Person as a result of the consummation of the transactions contemplated by this Agreement, including any Taxes paid or payable by the Company as a result of such payments, but excluding any payments with respect to options.
Examples of Change in Control Payments in a sentence
If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one times Executive’s Base Period Income Amount.
If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one (1) times Executive’s Base Period Income Amount.
It is ironic that conversely, the broader, more general and principle-based the provision is, the greater the chance of certainty.
For clarity, the Change in Control Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that Executive would receive a greater Net After-Tax Benefit if Executive’s Change in Control Payments were reduced to the Reduced Amount.
In determining whether the Total Change in Control Payments will equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations will control over the general provisions of this Section 10.
More Definitions of Change in Control Payments
Change in Control Payments means (a) any severance, retention, bonus, consent fee, profit sharing payment or other similar payment to any Person under any Contract or Company Employee Benefit Plan, or (b) any increase of any employee benefits otherwise payable by the Company Entities, in each case based on arrangements entered into by a Company Entity prior to Closing, which are or may become payable or effective as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, in each case other than payments due as a result of a termination of or change in terms of employment by a Buyer of one or more employees of a Company Entity or other action by a Buyer following Closing. For the avoidance of doubt, “Change in Control Payments” will not include any payments with respect to Debt Obligations.
Change in Control Payments means any amounts payable (whether now or in the future) to any director, employee or officer of the Company or any of the Company Subsidiaries solely as a result of the Transaction or any of the transactions contemplated by this Agreement, including any change in control or similar payments including the employer portion of any Taxes on such payments. Any severance obligations to any director, employee or officer shall only be included as Change in Control Payments to the extent described as “Severance Pay” agreed to be paid by the Company pursuant to one or more Severance Agreements and General Releases executed and delivered by the Company prior to the Closing and the employer portion of Taxes thereon.
Change in Control Payments means three times the higher of (i) Employee's annual base salary in effect on the date of the Change in Control or (ii) Employee's annual base salary in effect on the date of the Employee's separation from employment following the Change in Control.
Change in Control Payments means any severance, accrued vacation, bonus or other similar payment under any Contract or Company Employee Plan, which is owed to a Selling Member, or to a Person related to a Selling Member, as a result of the execution and delivery of this Agreement by the Company or the consummation of the transactions contemplated hereby, including, for the avoidance of doubt, any employer or similar Taxes arising as a result of such payments.
Change in Control Payments means any and all bonuses, severance, termination or change in control payments or benefits or other compensatory payments or benefits that are payable to any current or former director, employee or consultant of the Company in connection with the transactions contemplated by this Agreement and all Tax liabilities associated with such payments or benefits.
Change in Control Payments means any stay, sale, severance, change in control, termination, retention, incentive, transaction bonus, incentive compensation plans, equity appreciation rights plans or agreements, deferred compensation plan or agreement, supplemental executive compensation agreement, phantom equity plan or agreement or similar bonuses or payments or any other employment, consulting, compensatory, or similar amounts or benefits payable or due (whether now or in the future) to any Company Employee as a result of or in connection with the transactions contemplated hereby (including, without limitation, the Company Entities’ portion of applicable payroll taxes).
Change in Control Payments means (i) any amount payable by the Company, the Surviving Entity or their Subsidiaries at or at any time after the Closing to any current or former manager, employee, officer, director or consultant of the Company or its Subsidiaries pursuant to any plan, program, policy or arrangement (written or oral) adopted prior to the Closing providing for any transaction bonus, compensation or other similar amounts payable in connection with the consummation of the transactions contemplated by this Agreement, and (ii) any Taxes payable by the Company, the Surviving Entity or their Subsidiaries triggered by any of the payments identified in clause (i) above.