Closing Payroll Taxes means the sum of the aggregate amount of the Company’s employer share of any and all medicare, social security, payroll and other similar Taxes that will arise from (i) the payment of the Total Optionholder Closing Amount to Optionholders or (ii) any Unpaid Seller Expenses (as applicable).
Closing Payroll Taxes means Transaction Payroll Taxes to the extent such Taxes are not Post-Closing Payroll Taxes.
Closing Payroll Taxes means the employer portion of any payroll, employment or social security Taxes incurred in connection with stay bonuses, sales bonuses, transaction bonuses, change of control payments, severance payments, retention payments, the exercise or payment of amounts with respect to options, or other compensatory payments in connection with the transactions contemplated hereby, in each case, to the extent accrued on or prior to the Closing Date. For the avoidance of doubt, Post-Closing Payroll Taxes shall not be included in the definition of Closing Payroll Taxes.
Examples of Closing Payroll Taxes in a sentence
The Buyer shall procure that the Company uses such amounts only for payment of Closing Payroll Taxes, pays them promptly to the relevant Tax Authorities in full and final discharge of the relevant Tax liabilities, and prepares the necessary salary statements and other filings with Tax Authorities.
More Definitions of Closing Payroll Taxes
Closing Payroll Taxes means the employer-portion of any federal, state, local or foreign payroll or employment Taxes, Social Security or Medicare contributions or other similar Taxes incurred or accrued with respect to all Indebtedness of the Company under or in connection with severance arrangements, retention bonuses, incentive bonuses, transaction bonuses, termination and change of control arrangements, equity, phantom equity (including in connection with the Phantom Equity Plan) or other compensatory payments or penalties made or incurred in connection with the transactions contemplated by this Agreement to the extent such payments are earned prior to, or in connection with, the Closing and payment of the Closing Cash Payment.
Closing Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to payments in respect of Vested Company Options, Company Option exercises, bonuses, termination, severance or other compensatory payments (including the Employee Amount) made in connection with the transactions contemplated by this Agreement to the extent payable at or in connection with Closing; provided, that no amounts included as current liabilities in the calculation of Closing Net Working Capital or Closing Indebtedness, in each case, to the extent resulting in a dollar for dollar adjustment in the Estimated Closing Adjustment or Final Closing Adjustment shall be included in Closing Payroll Taxes.
Closing Payroll Taxes means Transaction Payroll Taxes to the extent such Taxes are not Post-Closing Payroll Taxes. “Closing Spreadsheet” is defined in Section 6.8.
Closing Payroll Taxes means the employer portion of all employment or payroll Taxes payable at or in connection with the Closing with respect to the consummation of the transactions contemplated hereby, including such Taxes incurred in connection with the amounts payable in respect of Canceled Options pursuant to Section 3.1(d)(ii) at or in connection with Closing or of applicable amounts described in clause (i) of the definition of “Transaction
Closing Payroll Taxes means the employer portion of any payroll, employment or social security Taxes incurred in connection with any Change of Control Payments or amounts payable under this Option Agreement in respect of Fortis Stock Options or Restricted Stock, in each case, to the extent unpaid as of immediately prior to the Closing and payable at or in connection with the Closing. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24
Closing Payroll Taxes means the sum of the aggregate amount of the employer-paid portion of any employment and payroll Taxes that will arise from (i) any Change of Control Payments, (ii) the vesting or settlement of any Company Options,
Closing Payroll Taxes means the employer portion of any payroll, employment or social security Taxes incurred in connection with any Retention/Severance Payments, Tax gross-up or reimbursement, change-of-control payments, amounts payable under severance or retention Contracts, stay-bonus, similar change-of-control payments, or other amounts (other than Merger Consideration in respect of the sale of Company Capital Stock) issuable to current and former Workers as a result of, arising in connection with, or related to the Mergers, or other compensatory payments in connection with the Transactions, in each case, to the extent payable at or in connection with the Closing, but excluding, for the avoidance of doubt any retention payments payable in respect of post-Closing services for Parent or its Affiliates.