Company Change in Control Payments definition

Company Change in Control Payments means severance and change of control payments to be made to the Company’s Key Officers which (i) in the aggregate do not exceed $5,467,002 (plus approximately $68,571 for continuing insurance costs) (with certain individual amounts set forth on Part 9.11 of the Company Disclosure Memorandum), (ii) are made as a result of or in connection with the consummation of the transactions contemplated by this Agreement and/or any subsequent employment termination, and (iii) the Company is required to make pursuant to the terms of an employment agreement, severance agreement or other Contract between the Company and such Key Officers, copies of which have been provided or made available to Purchaser prior to the Signing Date.
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Company Change in Control Payments means all amounts owed by any Acquired Company to any Person under any stay-around, retention, sale, change-of-control or severance agreements arising from the Mergers and any other transactions contemplated hereby (including all employer-side payroll Taxes associated therewith and including any amounts necessary to obtain third-party consents), which remain payable at or after the Effective Time and become payable by any of the Acquired Companies as a result of Company entering into this Agreement or the consummation of any of the transactions contemplated hereby. For the avoidance of doubt, “Company Change in Control Payments” shall include the amount of Linda Pro Rata Bonus Accrual paid to Continuing Employees in accordance with Section 5.9(c) and shall not include any amounts offered by Acquiror or Parent in any Offer Packages or otherwise on or after the date of this Agreement (other than payment to Continuing Employees of the amount of the Linda Pro Rata Bonus Accrual in accordance with Section 5.9(c)).
Sample 1
Company Change in Control Payments means the aggregate amount of all change of control, bonus, termination, severance or other similar payments that are payable by the Company to any Person as a result of or in connection with the Transactions (alone or in combination with any other event), including (a) the Employer Payroll Taxes to the extent paid by the Company prior to the Closing or to the extent the Employer Payroll Taxes are included herein as a reduction of the Closing Adjustments pursuant to Section 2.1 and (b) the Option Termination Payment.
Sample 1

Examples of Company Change in Control Payments in a sentence

  • The parties agree the Company Change in Control Payments are properly allocable to the portion of the Closing Date prior to the Closing, and accordingly (x) the “next day rule” of Reg.

  • Purchaser will pay to the Members an amount equal to the Purchase Price, less the Specified Transaction Expenses, the Escrow Amount, the Contingency Amount and the Company Change in Control Payments, by wire transfer of immediately available funds to accounts designated by the recipients.

  • Purchaser will pay to the Company, by wire transfer of immediately available funds to the account(s) designated in writing by the Company, the amount of the Company Change in Control Payments for further distribution through the Company’s payroll system, less any applicable income and employment withholding Taxes, to each of the payees set forth in the Closing Consideration Spreadsheet.


More Definitions of Company Change in Control Payments

Company Change in Control Payments means any bonus payments to any current or former employee, independent contractor, director or shareholder of the Company or any Company Affiliate under any Company Employee Plan (including the Company’s Management Retention Bonus Plan), and any employment or payroll Taxes payable in connection with the foregoing or any other transaction contemplated by this Agreement, in each case, that remain payable after the Effective Time and become payable, directly or indirectly, as a result of the Company entering into this Agreement or the consummation of any of the transactions contemplated hereby. For clarity, any “double-trigger” payments contingent on the occurrence of both the events described in the immediately preceding sentence and a subsequent event (e.g., termination of employment without cause) that do not actually become payable (e.g., because such subsequent event does not actually occur) will not constitute Company Change in Control Payments hereunder. In no event will any bonuses that become payable due to events that occur after the Closing or any payments arranged by the Parent or any of its Affiliates be considered Company Change in Control Payments.
Sample 1
Company Change in Control Payments means any payments to any current or former employee, independent contractor, director or stockholder of the Company, any Company Subsidiary or any Company Affiliate under any Company Employee Plan (including the Company’s Management Retention Bonus Plan) or otherwise, including bonus payments and Transaction Employment Taxes of up to $250,000, that remain payable after the Effective Time and/or become payable, directly or indirectly, as a result of the Company entering into this Agreement or the consummation of any of the transactions contemplated hereby. For the avoidance of doubt, the term Company Change in Control Payments does not include (i) any Transaction Employment Taxes in excess of $250,000 or (ii) the acceleration of any Company Options or Company Warrants pursuant to this Agreement.
Sample 1
Company Change in Control Payments means any sale bonuses or other payments due and payable to employees, independent contractors, or directors of the Company or any Company Subsidiary under any Company Employee Plan or otherwise at the Closing of the transactions contemplated by this Agreement, including employment or payroll taxes payable in connection with the foregoing or any other transaction contemplated by this Agreement. In no event will any bonuses that become payable due to events that occurred after the Closing be considered Company Change in Control Payments.
Sample 1
Company Change in Control Payments means the aggregate amount of all change of control, bonus, termination, severance or other similar payments that are payable by the Company to any Person immediately prior to the Effective Time or as a result of or in connection with the Transactions (alone or in combination with any other event) including Option Consideration, Warrant Consideration, together, in each case, with the employer-paid portion of any employment and payroll Taxes related thereto, whether accrued, incurred or paid prior to, at or after the Closing, but excluding any amounts payable pursuant to the Transaction Bonus Plan.
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Company Change in Control Payments means all liabilities under change of control agreements and similar obligations that are owed to any Person on or after the Closing arising from or that will be triggered, either automatically or with the passage of time, in whole or in part, by the Closing.
Sample 1
Company Change in Control Payments means all amounts owed by any Acquired Company to any Person under any stay-around, retention, sale, change-of-control or severance agreements arising from the Mergers and any other transactions contemplated hereby (including all employer-side payroll Taxes associated therewith and including any amounts necessary to obtain third-party consents), which remain payable at or after the Effective Time and become payable by any of the Acquired Companies as a result of Company entering into this Agreement or the consummation of any of the transactions contemplated hereby. For the avoidance of doubt, “Company Change in Control Payments” shall include the amount of Xxxxx Pro Rata Bonus Accrual paid to Continuing Employees in accordance with Section 5.9(c) and shall not include any amounts offered by Acquiror or Parent in any Offer Packages or otherwise on or after the date of this Agreement (other than payment to Continuing Employees of the amount of the Xxxxx Pro Rata Bonus Accrual in accordance with Section 5.9(c)).
Sample 1

Related to Company Change in Control Payments

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • Change in Control Payment shall have the meaning stated in Section 6.4 hereof.

  • 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 Payment Date has the meaning provided in Section 4.15.

  • Change of Control Payment has the meaning set forth in Section 4.01(b).

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

  • Change in Control Benefits means the following benefits:

  • Severance Amount means:

  • Change in Control Benefit means the benefit described in Section 2.4.

  • Change of Control Price means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

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

  • 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.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • 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 of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change in Control Termination means that while this Agreement is in effect:

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

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

  • 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 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.

  • Section 409A Payment Date means the earlier of (a) the date of Executive’s death or (b) the date that is six months after the date of termination of Executive’s employment with the Company.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Change in Control of the Company means the occurrence of any of the following events: