Estimated Change of Control Payments definition

Estimated Change of Control Payments means the Company’s good faith estimate of all Change of Control Payments as of the Closing, as provided by the Company to the Purchaser on the Estimated Adjustment Statement.
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Estimated Change of Control Payments has the meaning set forth in Section 2.05(a).
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Estimated Change of Control Payments means the estimated amount of any Change of Control Payments included on the Estimated Closing Statement. “Estimated Closing Statement” has the meaning set forth in Section 2.3.
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Examples of Estimated Change of Control Payments in a sentence

  • Section 2.12(a) Estimated Change of Control Payments ..........................................................................................................

  • The “Closing Date Amount” shall equal the Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount plus Estimated Cash minus Estimated Indebtedness plus Estimated Working Capital minus Target Working Capital minus Estimated Transaction Expenses minus the Estimated Change of Control Payments minus the Member Representative Amount.

  • Estimated Transaction Expenses; minus(vii) the Estimated Change of Control Payments.


More Definitions of Estimated Change of Control Payments

Estimated Change of Control Payments means the estimated amount of any Change of Control Payments included on the Estimated Closing Statement.
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Related to Estimated Change of Control Payments

  • 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 has the meaning set forth in Section 4.01(b).

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

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

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

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

  • 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.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

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

  • Severance Amount means:

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

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

  • Make-Whole Payment means, with respect to any Series 2015-1 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to such Series 2015-1 Note of the excess, if any, of (x) the sum of the Discounted Values for each Remaining Distribution Amount with respect to each Applicable Distribution Date over (y) the Series 2015-1 Invested Amount as of such Optional Repurchase Distribution Date (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date).

  • 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 Balance Sheet has the meaning set forth in Section 2.6(a).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Change of Control Redemption Premium means 125%.

  • Expected Final Payment Date means, with respect to each Series or, if applicable, each Class of Securitization Bonds, the date when all interest and principal is scheduled to be paid with respect to that Series or Class in accordance with the Expected Amortization Schedule, as specified in the Series Supplement therefor.

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.