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
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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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Examples of Change of Control Bonuses in a sentence

  • 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.

  • 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.

  • 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.

  • 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.

  • In the event Employee RSUs issued as Change of Control Bonuses fail to vest and are forfeited pursuant to the terms thereof following Closing, then Purchaser shall issue additional shares of Purchaser Common Stock to Seller in an amount equal to the number of such Employee RSUs that have failed to vest and are forfeited pursuant to the terms thereof (as adjusted for stock splits, stock dividends and the like).

  • Upon or promptly following Closing, Purchaser shall issue shares of Purchaser Common Stock to certain employees of the Company and its Subsidiary and Affiliates as Change of Control Bonuses in the amounts set forth on Schedule 6.17 and subject to the terms set forth in the applicable equity plan, award agreement and other governing documents.

  • Upon or promptly following Closing, Purchaser shall pay the Change of Control Bonuses in the amounts set forth on Schedule 6.17 and subject to the terms set forth in the applicable equity plan, award agreement and other governing documents.

  • Prior to the Closing Date, Owner and employees who receive Change of Control Bonuses shall each sign the form of lock-up agreement provided by Underwriters, expressly conditioned on (i) such form of lock-up agreement containing customary terms and conditions and (ii) such lock-up agreement also being executed by Xxxx Xxxxxx, Xxxx XxXxxxxx and their Affiliates.

  • Upon or promptly following Closing, Purchaser shall issue Employee RSUs to certain employees of Sierra Mountain and its Subsidiaries and Affiliates as the Change of Control Bonuses, in the amounts and subject to the vesting schedules set forth on Schedule 6.7, and subject to the terms set forth in the applicable equity plan, award agreement and other governing documents.


More Definitions of Change of Control Bonuses

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 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 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 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 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 of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change in Control Benefits means the following benefits:

  • Change in Control Benefit means the benefit set forth in Section 4.1 below.

  • Change in Control Payments means any payments made or to be made by the Company to the Company Key Employees or any other Person pursuant to that certain Data Management & Research, Inc. Change in Control Plan dated as of August 1, 2000 or otherwise 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.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Severance Amount means (A) for any Termination other than during a Covered Period, an amount equal to one hundred percent (100%) of Executive’s then-current Annual Base Salary as of the respective Termination; or (B) for a Termination during a Covered Period, an amount equal to two hundred percent (200%) of Executive’s Base Compensation as of the respective Termination.

  • 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 events:

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

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • 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 of Control Put Date shall have the meaning specified in Section 11.1.

  • Change of Control Payments means any and all bonuses or other obligations or payments arising or payable as a result of or in connection with the transactions contemplated hereby (whether due at or after the Closing, with or without the passage of time or occurrence of other events, or otherwise).

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

  • Bonus Amount means the greater of (i) the average annual incentive bonus earned by Executive from the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive's Date of Termination (annualized in the event Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive's target annual incentive bonus for the year in which the Date of Termination occurs.

  • Change in Control Payment means a lump sum payment in an amount equal to the sum of (i) 300% of Executive's annual base salary as in effect pursuant to Section 2.1 immediately prior to Executive's termination of employment with Company and (ii) three times 45% of the maximum annual incentive bonus amount pursuant to Section 2.2 that Executive could have earned for the year during which Executive's employment with Company terminates.

  • Transaction Bonuses means the aggregate amount of any transaction bonuses, discretionary bonuses, “success” fees, change of control payments, retention bonuses, severance payments, payouts of deferred compensation and any similar or other payment obligations payable related to the consummation of the Merger, the terms of which have been agreed to by the Company or the Company Subsidiary prior to the Effective Time, including with respect to any Employee, any employer-side payroll or related Taxes payable with respect thereto.

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

  • 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.

  • 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 Debentures and the Securities issued together with the Debentures), (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.