Closing Employee Payments definition

Closing Employee Payments means (i) any payment in respect of any stock appreciation right, phantom stock, stock option, interest in the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based award or right and (ii) any change of control payments, bonuses, severance, termination, or retention obligations or similar amounts, in each case payable in the future or due by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby, including any Taxes payable in connection therewith.

Closing Employee Payments means all payments and other obligations to Company employees and consultants triggered by or due as a result of the Merger, whether arising by law or out of any management, employment, retention, bonus, change in control or severance arrangements, other than payments and other obligations (x) arising under the Santur Corporation 2011 Incentive Plan or the Fixed Bonus Plan or (y) triggered solely as a result of the termination of Terminated Employees by the Company.

Closing Employee Payments means all payments, benefits and other obligations triggered by or due as a result of the Merger or the transactions contemplated by this Agreement whether made at or prior to the Effective Time or due as of the Effective Time but to be made following the Effective Time (whether or not subject to vesting or other conditions) arising out of any management, employment, retention, bonus, change in control, severance or other similar arrangements with current or former directors, officers, employees or consultants of any of the Acquired Companies and the employer portion of any associated employment Taxes (including any Transaction Bonus payable to Transaction Bonus Recipients pursuant to the IBP and the Executive Agreement); provided, however, that payments to be made by Parent to any employee pursuant to the terms of an Offer Letter entered into by and between Parent and such Person shall not be deemed to be a Closing Employee Payment.

Examples of Closing Employee Payments in a sentence

• Any severance costs arising out of termination of any Non-Continuing Employee who Parent decides not to extend an offer of employment to, contrary to the good faith advice of the Company, shall be borne by Parent and shall not constitute Closing Employee Payments.

• The Company shall prepare and deliver to Parent a draft Spreadsheet, Closing Net Working Capital Certificate, Closing Employee Payments Certificate and Closing Transaction Fees Certificate not later than three Business Days prior to the scheduled Closing Date.

• Parent shall have received the Closing Employee Payments Certificate from the Company, provided, however, that such receipt shall not be deemed to be an agreement by Parent that the Closing Employee Payments Certificate is accurate and shall not diminish Parent’s remedies hereunder to be indemnified for Indemnifiable Closing Employee Payments.

• At the Effective Time, Parent shall withhold the Escrow Amount from the Specified Consideration otherwise payable: (i) pursuant to Section 2.1(c) to the Non-Dissenting Stockholders, (ii) pursuant to Section 2.2(a) to the Company Optionholders and (iii) as Closing Employee Payments pursuant to the IBP and/or the Executive Agreement in connection with the Merger.

• Parent shall have received the Closing Financials Certificate from the Company, provided, however, that such receipt shall not be deemed to be an agreement by Parent that the Closing Financials Certificate is accurate and shall not affect, in any manner whatsoever, any Parent Indemnified Person’s right to indemnification pursuant to Section 9.2 if the Closing Employee Payments Certificate is not accurate.

More Definitions of Closing Employee Payments

Closing Employee Payments means those certain payments to be paid at the Closing to the employees and in the individual amounts set forth on Schedule 1.1(c), which Schedule 1.1(c) shall be delivered by the Company to Buyer no later than five (5) Business Days prior to the Closing.

Closing Employee Payments means all payments and other obligations to Company employees and consultants triggered by or due as a result of the Merger, whether arising by law or out of any management, employment, retention, bonus, change in control or severance arrangements, other than payments and other obligations (x) arising under the Santur

Closing Employee Payments means all payments, benefits and other obligations triggered by or due as a result of the Merger or the transactions contemplated by this Agreement whether made at or prior to the Effective Time or due as of the Effective Time but to be made following the Effective Time (whether or not subject to vesting or other conditions) arising out of any management, employment, retention, bonus, change in control, severance or other similar arrangements with current or former directors, officers, employees or consultants of any of the Acquired Companies and the employer portion of any associated employment Taxes (including any Transaction Bonus payable to Transaction Bonus Recipients pursuant to the IBP and the Executive Agreement); provided, h owever, that payments to be made by Parent to any employee pursuant to the terms of an Offer Letter entered into by and between Parent and such Person shall not be deemed to be a Closing Employee Payment.

Closing Employee Payments means, without duplication, all payments and other obligations (a) triggered by or due as a result of the First Merger whether made at or prior to the First Effective Time or due as of the First Effective Time but to be made following the First Effective Time (whether or not subject to vesting or any other condition) arising out of or due as a result of any Company Employee Agreement and (b) as of the First Effective Time, related to any accrued payroll, accrued time off or vacation, accrued bonuses or sales commissions.

Closing Employee Payments has the meaning given to that term in Section 2.02(a)(v).

Closing Employee Payments means all payments, benefits and other obligations triggered by or due as a result of the Merger whether made at or prior to the Effective Time or due as of the Effective Time but to be made following the Effective Time (whether or not subject to vesting or other conditions) arising out of any management, employment, retention, bonus, change in control, severance or other similar arrangements with current or former directors, officers, employees or consultants of any of the Acquired Companies and the employer portion of any associated employment Taxes (including any separation payments payable to any Non-Continuing Employees); provided, however, that payments to be made by Parent to any employee pursuant to the terms of an Offer Letter entered into by and between Parent and such Person shall not be deemed to be a Closing Employee Payment.

Closing Employee Payments means all Accrued and Payable Bonuses and all payments triggered by or due as a result of the Merger whether made at or prior to the Effective Time or due as of the Effective Time but to be made following the Effective Time (whether or not subject to vesting or other condition) in connection with, and other obligations arising out of, any management, employment, retention, bonus, change in control, vesting acceleration or severance arrangements with directors, employees or consultants of the Company or any Affiliate of the Company (including the Operating Subsidiary) or that are otherwise outside of the Ordinary Course of Business; provided, however, that the issuance of any of the New RSUs in accordance with Section 5.11 hereof shall not be deemed to be a Closing Employee Payment. Any Closing Employee Payments that (i) remain unpaid by the Company or such Affiliate of the Company as of the Closing and (ii) have not been set forth on the Closing Employee Payments Certificate are collectively referred to as “Indemnifiable Closing Employee Payments” and shall constitute “Damages” for purposes of Article 9, without regard to the Basket.