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 of Control Payments means the aggregate amount of all change of control or bonus payments that are payable by the Company and its Subsidiaries to any Person solely as a result of the consummation of the Closing, together with any employer-paid portion of any employment and payroll taxes related thereto; provided, however, that in no event shall any (a) retention payments made pursuant to any Employment Agreement or (b) any severance payments made to employees who are terminated on or after the Closing Date be considered Change of Control Payments.
Change of Control Payments means any payment (including any benefit or transfer of property) in the nature of compensation, to or for the benefit of the Executive under any arrangement which is partially or entirely contingent on a Change of Control, or is deemed to be contingent on a change of control or ownership of Ultra Pac for purposes of Section 280G of the Code. As used in this definition, the term "arrangement" includes any agreement between the Executive and Ultra Pac and any and all of Ultra Pac's salary, bonus, incentive, compensation or benefit plans, programs or arrangements, and shall include this Agreement.
Examples of Change of Control Payments in a sentence
For the avoidance of doubt, Post-Closing Payroll Taxes will: (i) not be included within the definitions of Closing Liability Amount, Change of Control Payments, Closing Indebtedness, Pre-Closing Taxes, or Deal Fees; (ii) not reduce the Closing Payment or any Contingent Payment; and (iii) be borne solely by FibroGen or its Affiliates.
More Definitions of Change of Control Payments
Change of Control Payments means any and all (i) bonuses or similar payments payable by Company as a result of the transactions contemplated hereby, (ii) investment banking and other fees payable by Company as a result of the transactions contemplated hereby and (iii) amounts payable by Company to obtain any consents or approvals required to be listed on Section 3(a) of the Disclosure Schedule, including without limitation, the payments described on Exhibit A, attached hereto.
Change of Control Payments has the meaning set forth in Section 2 of this Agreement.
Change of Control Payments has the meaning assigned in Section 6.16(b).
Change of Control Payments means any amounts which become payable in cash or property by the Company to any of its current or former employees or consultants prior to, on, or following the Warrant Exercise Closing as a result of the execution and delivery of this Warrant, the purchase of Shares purchasable hereunder or consummation of any other transactions contemplated hereby (in each case, other than any payments made to any Person in accordance with the Redemption Provisions), whether pursuant to any Plan or severance policy of the Company or any individual employment, severance or change-of-control Contract or otherwise, and have not been paid prior to the Warrant Exercise Closing Date, plus [****].
Change of Control Payments means all amounts (including any bonus, severance or other payments) that shall become payable (whether currently or in the future) (whether paid or unpaid prior to the Effective Time) to any employees, consultants or contractors of the Company or any of its Subsidiaries or any other Third Party as a result of or in connection with any “change of control” provision binding on the Company or any of its Subsidiaries triggered by the Merger or any other transaction contemplated by this Agreement (either alone or together with any other trigger event).
Change of Control Payments means any Liability of the Company, whether or not contingent, for severance, change of control payments, stay bonuses, retention bonuses, transaction bonuses, success bonuses and other bonuses and similar Liabilities arising out of or relating to the execution of this Agreement or the consummation of the transactions contemplated hereby.
Change of Control Payments means any payment (including any benefit or transfer of property) in the nature of compensation to or for the benefit of Executive under any arrangement which is partially or entirely contingent on a Change of Control, or is deemed to be contingent on a Change of Control for purposes of Section 280G of the Code. As used in this definition, the term “arrangement” includes any agreement between Executive and Zomax and any and all of Zomax’s salary, bonus, incentive, compensation or benefit plans, programs or arrangements, and shall include this Agreement. Code shall mean the Internal Revenue Code of 1986, as amended from time to time. Company shall mean Zomax Incorporated, a Minnesota corporation, any subsidiaries thereof, and any successors or assigns, including any Successor.