Change of Control Obligations means the Company’s obligations to make the lump sum payments described in Section 7.1 of this Restated Agreement to the Executive.
Change of Control Obligations means all obligations of the Company in respect of (a) transaction bonuses, management retention or other incentive payments (including all of the Company’s obligations pursuant to the Retention Plan (as amended or amended and restated) and the General Retention Plan and the payments provided for in each of the foregoing, including the Bonus Payments), severance rights, deferred compensation payments, or withdrawal Liability under any Multiemployer Plan, or (b) change of control payments, whether to employees of the Company or to any other Person (including pursuant to the Ulexus Agreement), or any similar obligations triggered by or that arise as a result of the Merger or the Other Transactions, in each case, as applicable, together with all employment Taxes imposed on the Company, Parent or the Surviving Corporation (or with respect to the Deferred Bonus Portions, Parent’s or the Surviving Corporation’s good faith estimate of the amount thereof as of the Closing Date) with respect to the payment of such amounts.
Change of Control Obligations means all amounts required to be paid by any Acquired Company with respect to any obligations under any change of control, termination, severance or similar agreement or arrangement (including any stay, retention or other discretionary bonus) or any other compensation, in each case that is payable as a result of the Transactions (plus the employer portion of any payroll and employment Taxes attributable to (i) such amounts or (ii) a lapse of any forfeiture provision or the satisfaction of vesting conditions with respect to restricted stock, if any). For the avoidance of doubt, Change of Control Obligations will not include amounts accrued in S&D Coffee’s financial statements for bonuses payable in the ordinary course of business consistent with past practice for services performed in 2016; and Change of Control Obligations will include all amounts payable to holders of phantom equity units under the S&D Coffee, Inc. Phantom Equity Plan or any other similar plan, or similar non-plan interests, and the payments required to be made under the employment agreements of each of C. Xxx Xxxxxx, Xxxxx Xxxx and Xxxxx Xxxxxxx upon a Change in Control (as defined therein).
Examples of Change of Control Obligations in a sentence
Notwithstanding the foregoing, if an Executive Benefit Plan Obligations - Designated Event described in Section 1.1(x)(i) and a Change of Control Obligations - Designated Event described in Section 1.1(n)(ii) shall occur simultaneously, the Corporation shall be required to settle the Executive Benefit Plan Obligations forthwith in accordance with the provisions of Schedule “B-1”.
Following the Closing, the Buyer shall pay or cause to be paid to the holders of the Change of Control Obligations, theamounts specified in the Estimated Purchase Price Certificate with respect to such Change in Control Obligations in accordance with the Company’s payroll practices.
Notwithstanding the foregoing, if an Executive Benefit Plan Obligations - Designated Event described in Section 1.1(y)(i) and a Change of Control Obligations - Designated Event described in Section 1.1(o)(ii) shall occur simultaneously, the Corporation shall be required to settle the Executive Benefit Plan Obligations forthwith in accordance with the provisions of Schedule “B-1”.
To the extent reasonably practical, contract terms advantageous to the District shall be negotiated with the sole source provider.
Each of the Transaction Expenses Statement and related invoices, the Closing Indebtedness Statement and related payoff letters and the Change of Control Obligations Statement shall be (i) certified by an executive officer of the Company, (ii) in reasonable detail and (iii) reasonably acceptable to Parent.
More Definitions of Change of Control Obligations
Change of Control Obligations means all amounts required to be paid by the Company with respect to any obligations under any change of control, termination, severance or similar agreement or arrangement (including any stay, retention or other discretionary bonus) or any other compensation, in each case that is payable as a result of the Transactions (plus the employer portion of any payroll and employment Taxes attributable to (i) such amounts or (ii) a lapse of any forfeiture provision or the satisfaction of vesting conditions with respect to restricted stock, if any).
Change of Control Obligations means all severance, change of control and similar obligations owed by the Company to any Person in connection with the sale of the Shares by Seller to Buyer.
Change of Control Obligations means amounts paid or agreed or required to be paid (either before, at or after the Effective Time) based on or in connection with any promise, assurance or commitment, oral or written, made, assumed by or otherwise binding on JJI or any Affiliate of JJI prior to the Effective Time, including those (i) under any bonus, severance, incentive payment or other payment to or agreement with management or employees, because of this Agreement, the Merger or the Transactions or (ii) relating to any future change of control, severance, termination of employment or other event similar to any of the foregoing. The “Change of Control Obligations” include (i) all oral and written commitments for success or similar payments and (ii) all Taxes, employer’s share of FICA and other amounts which are or may become payable to any Governmental Authority, costs of or related to any Plans and any other costs and expenses in connection with any payment relating to any “Change of Control Obligations”.
Change of Control Obligations means all amounts payable to current or former employees of the Corporation upon the consummation of, or relating to, or resulting from the transactions contemplated by this Agreement and the Additional Share Transactions as set out in Section 3.1(ss) of the Disclosure Letter, including, for certainty, all amounts that may become payable to any officer, director or employee of a Purchased Corporation as a result of the termination of that officer, director or employee at Closing.
Change of Control Obligations means any bonus or other similar payment that Prince is obligated to make to any current or former employee, director, consultant, stockholder or other Person as a result of the acquisition by Acquisition Company of the Prince Assets as contemplated by this Agreement.
Change of Control Obligations means all amounts (plus any associated withholding Taxes or any Taxes required to be paid by the Company or any Company Subsidiary with respect thereto) with respect to any obligation of the Company or any Company Subsidiary under any “change of control”, termination, compensation, severance and other similar arrangements that the Company or any Company Subsidiary is subject which are payable (immediately or in the future) solely as a result of the Share Purchase or the other transactions contemplated hereby (and not as a result of any “double trigger” provision where the Share Purchase is the first such trigger), including all accrued or deferred compensatory payments under the ESI Four Year Incentive Plan and that certain profit participation bonus paid or to be paid to Xxxxxxx Xxxxx pursuant to that certain interoffice memorandum, dated as of March 18, 2004, from Xxxxx X. Xxxxxx to Xxxxx X. Xxxxxx and Xxxxxxx Xxxxx.
Change of Control Obligations means, without duplication, all amounts (plus any associated withholding Taxes or any Taxes required to be paid by the Company with respect thereto) which the Company is obligated to pay under any change of control, termination, salary continuation, retention, severance or other similar plan, agreement or arrangement in connection with the Merger and the other transactions contemplated by this Agreement.