Transaction Benefit definition

Transaction Benefit means the amount that is the greater of: (i) the value of Employee's grant of phantom common stock on the date this Agreement becomes effective, or (ii) the value of such grant of phantom common stock on the Termination Date (such value to be determined by multiplying the "equity value" of Holdings (as defined in the next sentence) by a fraction, the numerator of which shall be the number of shares represented by such grant and the denominator of which shall be the total number of fully diluted shares of Holdings common stock (assuming that all options, warrants or other securities which are convertible or exchangeable for common stock are outstanding). The equity value of Holdings on a Termination Date shall be determined by the Board of Directors of PlayCore Wisconsin in good faith by selecting an appropriate multiple and then multiplying the consolidated EBITDA for the latest four fiscal quarters by such multiple and then subtracting from such amount all debt, preferred stock and other obligations on a consolidated basis of Holdings, if any.
Transaction Benefit means any (i) entitlement to any change in control or transaction-related bonus, severance pay, termination benefits or any other similar employment or severance pay or benefit, (ii) acceleration of the time of payment or vesting, or increase in the amount of, any cash or equity incentive or other compensation or benefits, or (iii) increase, enhancement or funding of any benefits or amounts payable under any employee compensation or benefit arrangement (including any employee benefit plan within the meaning of Section 3(3) of ERISA), in each case for or to the benefit of any current or former employee, director or other service provider of the Borrower or any Restricted Subsidiary.

Examples of Transaction Benefit in a sentence

  • The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to the Transaction Benefit is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive.

  • If the accounting firm determines that no Excise Tax is payable with respect to the Transaction Benefit, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Transaction Benefit.

  • If more than one manner of reduction of the Transaction Benefit necessary to achieve the Reduced Amount yields the greatest economic benefit to Executive, the payments and benefits constituting the Transaction Benefit shall be reduced pro rata.

  • If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Transaction Benefit equals the Reduced Amount, reduction shall occur in a manner necessary to provide Executive with the greatest economic benefit.

  • If any payment or benefit Executive would receive in connection with a Change in Control pursuant to this Agreement or otherwise (collectively, the “Transaction Benefit”) (i) would constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Transaction Benefit shall be reduced to the Reduced Amount.

  • The Company shall have delivered to the Lead Investor documentation reasonably acceptable to the Lead Investor providing that no executive officers of the Company shall be entitled to any Employee Transaction Benefit.

  • No Transaction Benefit may fail to be deductible for United States federal income tax purposes by virtue of Section 280G of the code or may be subject to an excise tax under Section 4999 of the Code.

  • Except as set forth in Part 2.12(c) of the Disclosure Schedule, none of Seller, the Company or the Subsidiary has any legally binding plan or program requiring the payment of severance compensation in connection with the termination of employment of the Employees, including in connection with the Severance Benefit Plan, the Key Employee Severance Benefit Plan or the Transaction Benefit Plan.

  • If any payment or benefit Executive would receive in connection with a Change In Control pursuant to this Agreement or otherwise (collectively, the “Transaction Benefit”) (i) would constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Transaction Benefit shall be reduced to the Reduced Amount.

Related to Transaction Benefit

  • Termination Benefit means the benefit set forth in Article 7.

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

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Separation Benefits has the meaning accorded such term in Section 3.04.

  • superannuation benefit means a pension, gratuity or other allowance payable on resignation, retirement or death;

  • Change in Control Benefits means the following benefits:

  • SERP Benefit means the benefit described in Section 5.1.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Retirement Benefit means the benefit set forth in Article 5.

  • Pension Benefit means a pension, annuity, gratuity or similar allowance which is payable—

  • Severance Benefit means the payment of severance compensation as provided in Article III.

  • Public benefit means making capital available, or facilitating the availability of capital, to businesses in this state that have 750 or fewer employees, the intent of which is to create or retain employment opportunities for residents of this state, stabilize or increase the tax base of this state, or support the redevelopment of facilities for use by small businesses.

  • Early Retirement Benefit means the retirement benefit payable to a member following early

  • Supplemental Benefit means the monthly benefit payable to the Executive under this Agreement.

  • Supplemental Retirement Benefit means the benefit determined under Article V of this Plan.

  • Normal Retirement Benefit means the benefit described in Section 2.1.

  • Foreign Benefit Event means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable Law or in excess of the amount that would be permitted absent a waiver from applicable Governmental Authority or (b) the failure to make the required contributions or payments, under any applicable Law, on or before the due date for such contributions or payments.

  • Plan Benefit means the benefit payable to a Participant as calculated in Article V.

  • Retirement Benefits means benefits paid by reference to reaching, or the expectation of reaching, retirement or, where they are supplementary to those benefits and provided on an ancillary basis, in the form of payments on death, disability, or cessation of employment or in the form of support payments or services in case of sickness, indigence or death. In order to facilitate financial security in retirement, these benefits may take the form of payments for life, payments made for a temporary period, a lump sum, or any combination thereof;

  • Severance Payment shall have the same meaning as the term "parachute payment" defined in Section 280G(b)(2) of the Code.

  • superannuation benefits means pensions, gratuities and other allowances payable on resignation, retirement or death;

  • Disability Support Pension means the Commonwealth pension scheme to provide income security for persons with a disability as provided under the Social Security Act 1991, as amended from time to time, or any successor to that scheme.

  • Net Benefit means the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

  • Accrued Benefit means the amount standing in a Participant's Account(s) as of any date derived from both Employer contributions and Employee contributions, if any.

  • 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.

  • Parent Benefit Plan means an Employee Benefit Plan sponsored, maintained, or contributed to (or required to be contributed to) by Parent or any of its Subsidiaries, or under or with respect to which Parent or any of its Subsidiaries has any current or contingent liability or obligation.