Excluded Payroll Taxes definition
Excluded Payroll Taxes means the employer’s share of any Taxes due under Section 3111(a) of the Code in the case of any current employee of the Company or its Subsidiaries whose wages from the Company or its Subsidiaries for the 2020 calendar year (excluding amounts included in clause (iii) of the definition of “Transaction Expenses”) are reasonably expected to exceed $137,700.
Excluded Payroll Taxes means any Taxes due under Section 3111(a) of the Code with respect to any compensatory payments made in connection with the transactions contemplated by this Agreement with respect to any Employee in the event that the sum of (a) such compensatory payments and (b) such Employee’s wages from the Acquired Companies for the 2024 Tax year equals or exceeds $168,600.
Excluded Payroll Taxes means the employer’s share of any payroll Taxes due under Section 3111(a) of the Code with respect to any payment under this Agreement that constitutes a Transaction Expense to any Employee whose wages from the Acquired Companies for the 2018 calendar year exceeded $132,900.
More Definitions of Excluded Payroll Taxes
Excluded Payroll Taxes means the employer portion of any payroll or employment Taxes payable in respect of any cash disbursements not made at or in connection with Closing (including any payment of the Indemnification Escrow Fund pursuant to Section 8.7 and any payment of the Purchase Price Escrow Fund pursuant to Section 3.4(d)). For the avoidance of doubt, Excluded Payroll Taxes shall (i) not be treated as a Pre-Closing Tax, (ii) be borne by Acquiror or the Surviving Corporation and (iii) not be included in the calculation of Merger Consideration, indemnified by the Pre-Closing Holders or otherwise reduce the amounts payable to the Pre-Closing Holders pursuant to the transactions contemplated by this Agreement.
Excluded Payroll Taxes means the employer portion of any payroll, social security, unemployment, employment or similar Taxes with respect to the payments set forth on Schedule A-3.
Excluded Payroll Taxes means (i) the employer portion of any payroll or employment Taxes incurred in connection with any bonuses, option cashouts or other compensatory payments in connection with the consummation of the Mergers or the other transactions contemplated hereby, including those arising from or related to the payment of any amounts hereunder or under any other Contract as a result of, or in connection with, the consummation of the Mergers and the other transactions contemplated hereby, in each case, to the extent such payments are not paid prior to, at or substantially contemporaneously with the Closing and (ii) any such payroll, employer or employment Taxes incurred as a result of the Milestone Payment or any retention payments payable or equity awards granted by Acquiror or any of its Affiliates pursuant to the terms of any Offer Document or other post-Closing employment arrangement with Acquiror or any of its Affiliates. For the avoidance of doubt, Excluded Payroll Taxes will: (a) not be included within the definitions of Closing Net Working Capital, Closing Indebtedness, Third Party Expenses or Unpaid Pre-Closing Taxes and (b) not reduce the amount of Merger Consideration (including, for the avoidance of doubt, the Milestone Payment) payable to the Securityholders.
Excluded Payroll Taxes means the employer’s share of any Taxes due under Section 3111(a) of the Code in the case of any current employee of any Group Company whose wages from any Group Company for the 2020 tax year exceeded $142,800.
Excluded Payroll Taxes means (i) the employer portion of any employment or payroll Taxes with respect to any Company Transaction Expenses or any other compensatory payments made in connection with the Mergers and the transactions contemplated by this Agreement, in each case, to the extent such payments are not paid prior to, at or substantially contemporaneously with the Closing and (ii) any such employment or payroll Taxes incurred as a result of the release of the Purchase Price Adjustment Holdback and the Retention Holdback or any retention payments payable or equity awards granted by Parent or any of its Affiliates pursuant to the terms of any post-Closing employment arrangement with Parent or any of its Affiliates. “Excluded Shares” means (i) shares of Company Capital Stock owned by Parent, DK HoldCo, Merger Sub I, Merger Sub II or any other direct or indirect wholly-owned Subsidiary of Parent and shares of Company Capital Stock owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties, and (ii)
Excluded Payroll Taxes means the employer’s share of any Taxes due under Section 3111(a) of the Code in the case of any employee