Transaction Bonuses means the aggregate amount of any transaction bonuses, discretionary bonuses, “success” fees, change of control payments, retention bonuses, severance payments, payouts of deferred compensation and any similar or other payment obligations payable related to the consummation of the Merger, the terms of which have been agreed to by the Company or the Company Subsidiary prior to the Effective Time, including with respect to any Employee, any employer-side payroll or related Taxes payable with respect thereto.
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
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).
Bonus Amount means the greater of (i) the average annual incentive bonus earned by Executive from the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive's Date of Termination (annualized in the event Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive's target annual incentive bonus for the year in which the Date of Termination occurs.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Closing Payment Amount has the meaning specified in Section 1.5.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Earnout Payment has the meaning set forth in Section 2.3(b).
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).
Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Earnout Amount has the meaning provided in Section 2.9(b).
Bonus Payment means a cash payment in an amount equal to the sum of (i) all Excise Taxes payable by the Executive, plus (ii) all additional Excise Taxes and federal or state income taxes to the extent such taxes are imposed in respect of the Bonus Payment, such that the Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating any income taxes attributable to the Bonus Payment, the Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Bonus Payment and the Executive are subject. An example of the calculation of the Bonus Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and the Executive is not subject to state income taxes. Further assume that the Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Bonus Payment is thus computed to be $100,000, i.e., the Bonus Payment of $100,000, less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.
Earnout Payments has the meaning set forth in Section 2.2(a).
Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.