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.
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Examples of Estimated Change of Control Payments in a sentence

  • The Company has delivered to the Purchaser a statement setting forth a good faith calculation of the Estimated Unpaid Transaction Expenses, the Estimated Working Capital, the Estimated Cash Balances, the Estimated Indebtedness and the Estimated Change of Control Payments (the “Estimated Adjustment Statement”).

  • 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.


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. “Estimated Closing Statement” has the meaning set forth in Section 2.3.
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Estimated Change of Control Payments means an estimate of the Change of Control Payments as set forth in the Pre-Closing Certificate.
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Related to Estimated Change of Control Payments

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

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

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

  • 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.

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

  • 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.

  • 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.

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

  • Make-Whole Payment means, with respect to any Series 2018-2 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to such Series 2018-2 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 2018-2 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 2.5(a).

  • Change of Control Redemption Premium means 125%.

  • Expected Final Payment Date means the March 2023 Distribution Date.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Net Monthly Excess Cash Flow For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

  • Price Differential Payment Date means, with respect to a Purchased Mortgage Loan, the 5th day of the month following the related Purchase Date and each succeeding 5th day of the month thereafter; provided, that, with respect to such Purchased Mortgage Loan, the final Price Differential Payment Date shall be the related Repurchase Date; and provided, further, that if any such day is not a Business Day, the Price Differential Payment Date shall be the next succeeding Business Day.