Estimated Change in Control Payments definition

Estimated Change in Control Payments has the meaning set forth in Section 2.3(c).
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Estimated Change in Control Payments means the amount of Unpaid Change in Control Payments, if any, to be used for purposes of calculating the Base Purchase Price at Closing in accordance with Section 2.10(b). Estimated Change in Control Payments Statement” has the meaning assigned to it in Section 6.5(b). “Estimated Closing Adjustment Amount” has the meaning assigned to it in Section 2.10(b).
Sample 1
Estimated Change in Control Payments mean the estimates of the Closing Indebtedness, the Selling Expenses, and the Change in Control Payments, respectively, set forth in the Closing Certificate, and “Estimated Purchase Price” means an amount equal to the Purchase Price calculated as set forth in Section 2.1, assuming for purposes of such calculation that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, that the Selling Expenses are equal to the Estimated Selling Expenses, and that the Change in Control Payments are equal to the Estimated Change in Control Payments.
Sample 1

Examples of Estimated Change in Control Payments in a sentence

  • The Closing Payment shall be an amount equal to (A) Two Billion, One Hundred Fifty Million Dollars ($2,150,000,000), plus (B) the Estimated NWC Adjustment Amount, plus (C) the amount of any value added Taxes to be paid by a Company to Vitro or any of its Affiliates as a result of the Pre-Closing Transactions for remittance to the appropriate Tax Authority (with a schedule of such value added Taxes to be delivered by Vitro to Buyer prior to the Closing), minus (D) the Estimated Change in Control Payments.

  • Solely for purposes of the Closing, an estimate of the Purchase Price will be calculated using Estimated SPE II Founder L.P. Interest Value, Estimated Company Transaction Expenses, Estimated Closing Indebtedness, Estimated Change in Control Payments and Estimated Closing Working Capital in lieu of actual Company Transaction Expenses, Closing Indebtedness, Change in Control Payments and Closing Working Capital (such estimate of the Purchase Price, the “Estimated Purchase Price”).

  • Not less than two Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith calculation of the Estimated Purchase Price and reasonably detailed calculations demonstrating each component thereof, including Estimated Cash, Estimated Assumed Indebtedness, Estimated Net Working Capital and Estimated Change in Control Payments.

  • In addition to considering our Summary of Comments in Section I, we urge the Subcommittee to continue to seek input from individuals representing the business and operational units of various stakeholder groups.

  • Any Change in Control Payments incurred by the Company or any of its Affiliates that are not reflected on the Estimated Change in Control Payments Statement (“Additional Change in Control Payments”) shall be paid out of the Escrow Fund as contemplated in ARTICLE VII.


More Definitions of Estimated Change in Control Payments

Estimated Change in Control Payments means the Company’s good faith estimate of the Change in Control Payments delivered to Parent in accordance Section 4.4(a).
Sample 1
Estimated Change in Control Payments means the amount of Unpaid Change in Control Payments, if any, to be used for purposes of calculating the Base Purchase Price at Closing in accordance with Section 2.10(b).
Sample 1
Estimated Change in Control Payments. Section 2.8(b)(vi) “Estimated Closing Cash” Section 2.8(b)(ii) “Estimated Closing Date Balance Sheet” Section 2.8(b)(i) “Estimated Closing Date Transaction Expenses” Section 2.8(b)(iv) “Estimated Closing Indebtedness” Section 2.8(b)(v)
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Related to Estimated Change in Control Payments

  • Change in Control Payments means any payments made or to be made by the Company to the Company Key Employees or any other Person pursuant to that certain Data Management & Research, Inc. Change in Control Plan dated as of August 1, 2000 or otherwise as a result of the consummation of the transactions contemplated by this Agreement, including any Taxes paid or payable by the Company as a result of such payments.

  • Change in Control Payment means a lump sum payment in an amount equal to the sum of (i) 300% of Executive's annual base salary as in effect pursuant to Section 2.1 immediately prior to Executive's termination of employment with Company and (ii) three times 45% of the maximum annual incentive bonus amount pursuant to Section 2.2 that Executive could have earned for the year during which Executive's employment with Company terminates.

  • 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 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 of Control Payment Date has the meaning provided in Section 4.15.

  • Severance Amount means (A) for any Termination other than during a Covered Period, an amount equal to one hundred percent (100%) of Executive’s then-current Annual Base Salary as of the respective Termination; or (B) for a Termination during a Covered Period, an amount equal to two hundred percent (200%) of Executive’s Base Compensation as of the respective Termination.

  • Change of Control Price means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of 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 of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.

  • 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.

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

  • Change in Control Benefits means the following benefits:

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

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Lease Termination Payments means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

  • Final compensation of a member means:

  • Parachute Value of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a "parachute payment" under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

  • Estimated Swap Termination Payment means, with respect to an Early Termination Date, an amount determined by Party A in good faith and in a commercially reasonable manner as the maximum payment that could be owed by Party B to Party A in respect of such Early Termination Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account then current market conditions.

  • Change in Control Benefit means the benefit set forth in Section 4.1 below.

  • Average final compensation means the average annual creditable compensation of a member during

  • Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • parachute payments shall have the meanings assigned to them in Code Section 280G and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Code Section 280G(d)(4); (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as defined in Code Section 280G(d)(1); (iv) for purposes of the determination by the Consulting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Code Sections 280G(d)(3) and (4); and (v) the Executive shall be deemed to pay federal income tax and employment taxes at the Executive’s actual marginal rate of federal income and employment taxation, and state and local income taxes at the Executive’s actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 6 and 7 of this Agreement have substantial value to the Company and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments”, the Parties intend that an amount equal to not less than the Executive’s highest annual base salary during the 12-month period immediately prior to the Executive’s termination of employment shall be in consideration of the covenants in Sections 6 and 7 below. The Consulting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be considered to be a “parachute payment” or “excess parachute payment”. The determination of the Consulting Firm shall be addressed to the Company and the Executive and such determination shall be binding upon the Company and the Executive.

  • Severance Payment means any amount paid by a board to or in behalf of a superintendent on early termination of the superinten- dent’s contract that exceeds the amount earned by the superinten- dent under the contract as of the date of termination, including any amount that exceeds the amount of earned standard salary and benefits that is paid as a condition of early termination of the con- tract. Payments to a former superintendent who remains employed by a district in another capacity or contracts with a district to pro- vide the district services may be severance payments in whole or in part if the payments are compensation for the early termination of a prior employment agreement. Severance payments include any payment for actual or threatened litigation involving or related to the employment contract. Education Code 11.201(c); 19 TAC 105.1021(a)(1)

  • Severance Costs means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination of any employment contract for service on the Vessel.