Change of Control Bonuses definition

Change of Control Bonuses means all incentive, retention, transaction, change in control or similar bonuses or other similar compensatory payments to any Business Employee pursuant to an arrangement entered into with Seller or its Affiliates that is payable as a result of or in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement (other than Deal Related Severance), and including the employer portion of any employment Taxes, social or national insurance contributions or similar obligations payable in connection with the foregoing incentive, retention, transaction, change in control or similar bonuses or other similar compensatory payments.
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Change of Control Bonuses means all incentive, retention, transaction, change in control or similar bonuses or other similar compensatory payments to any Shared Service Employee, Business Employee or Former Employee pursuant to an arrangement entered into with Seller or its Affiliates that is payable as a result of or in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, whether alone or in conjunction with any other event or circumstance (including continued employment through or following the Closing), and including any Taxes imposed on the employer as a result thereof, in each case, excluding any retention bonuses payable pursuant to retention agreements entered into between Seller or any of its Affiliates and employees at the written request of Purchaser after the date hereof and prior to the Closing.
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Change of Control Bonuses means all incentive, retention, transaction, change in control or similar bonuses or other similar compensatory payments to any Shared Service Employee, Business Employee or Former Employee pursuant to an arrangement entered into with Seller or its Affiliates that is payable as a result of or in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this
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Examples of Change of Control Bonuses in a sentence

  • As plaintiffs concede, the Company selected a zero-sum solution where the option holders received exactly the same value they would have received had the options been valid.249 Thus, the Change of Control Bonuses did not reduce the Merger consideration the plaintiffs received.

  • JX 363 at Financo_0056244; see also JX 394 at DWR_EM_0006760; JX354, 358,359, 361.what they would have received had they exercised their options, as they were entitled to do, upon a change of control (the “Change of Control Bonuses”).146By letter agreements dated July 21, 2014, the Company agreed to pay the Change of Control Bonuses in lieu of the options.

  • The Company addressed this problem by paying the affected employees Change of Control Bonuses in a cash equivalent to what they would have received had their options been exercised in connection with the Merger.

  • They are styled as claims for breach of fiduciary duty, equitable fraud, and aiding and abetting, and they concern essentially two subjects: the manner in which the Change of Control Bonuses were paid and certain disclosures in the Merger Notice.

  • Pursuant to Paragraph 33 of the Claims Procedure Order, the Monitor has requested certain additional supporting documentation from the corporate secretary of the Applicants that is required by the Monitor to evaluate the Claims for Change of Control Bonuses.

  • The Monitor has conducted a thorough review of the Claims made in respect of the Management Change of Control Bonuses and the Board Change of Control Bonuses (collectively, the “ Change of Control Bonuses”) and the Claims in respect of same (collectively, the “Change of Control Claims”) and has reviewed certain additional supporting documentation provided by the Applicants.

  • Fourteen Claims have been filed with the Monitor that include approximately $12.9 million in respect of the Change of Control Bonuses and, in some cases, for certain other amounts.


More Definitions of Change of Control Bonuses

Change of Control Bonuses means the cash bonuses expected to be paid to employees of the Company and its Subsidiaries and Affiliates on closing of the Transactions, as described on Schedule 3.15(a), and which cash bonuses shall constitute Transaction Expenses under this Agreement.
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Change of Control Bonuses means the assumed value of the Employee RSUs to be issued to employees of Sierra Mountain and its Subsidiaries and Affiliates shortly following the Closing of the Transactions, each of which are set forth on Schedule 6.7, and which shall constitute Transaction Expenses under this Agreement.
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Change of Control Bonuses means any compensation or benefit provided by Seller or an Affiliate to any Transferred Employee by reason of the Contemplated Transactions, whether alone or together with any other event.
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Change of Control Bonuses means the amounts set forth in the column titled “Change of Control Bonus” payable to the Change of Control Bonus Recipients set forth in Exhibit K to the Agreement.
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Change of Control Bonuses means the shares of Purchaser Common Stock to be issued to certain employees of the Company and its Subsidiaries and Affiliates as described on Schedule 6.17 and which shall constitute Transaction Expenses under this Agreement.
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Change of Control Bonuses means all incentive, retention, transaction, change in control or similar bonuses or other similar compensatory payments to any Business Employee pursuant to an arrangement entered into with Seller or its Affiliates that is payable as a result of or in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement (other than Deal Related Severance), whether alone or in conjunction with any other event or circumstance in connection with or following the Closing (including continued employment through or following the Closing), and including all employer-sided employment Taxes, social or national insurance contributions or similar obligations payable in connection with the foregoing incentive, retention, transaction, change in control or similar bonuses or other similar compensatory payments, in each case, excluding any retention bonuses payable pursuant to retention agreements entered into between Seller or any of its Affiliates and employees at the written request of Buyer after the Agreement Date and prior to the Closing.
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Related to Change of Control Bonuses

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change in Control Benefits means the following benefits:

  • Change in Control Benefit means the benefit described in Section 2.4.

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • Change of Control Termination means any of the following events occurring upon or within twelve (12) months after a Change of Control:

  • Severance Amount means:

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).

  • Change of Control means the occurrence of any of the following:

  • Annual Bonus shall have the meaning set forth in Section 4(b) hereof.

  • Change in Control Termination means that while this Agreement is in effect:

  • Change in Control means the occurrence of any of the following events:

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Transaction Bonuses means any transaction bonuses payable by the Sellers or their Affiliates on or after the Closing to the Transferred Employees.

  • Cash Bonus means an award of a bonus payable in cash pursuant to Section 10 hereof.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control Payment Date has the meaning provided in Section 4.15.