Transaction Bonuses definition

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.

Transaction Bonuses means any transaction bonuses payable by the Sellers or their Affiliates on or after the Closing to the Transferred Employees.

Transaction Bonuses any bonuses payable to any officer or employee of Holdings or any of its Subsidiaries (including any Person who becomes an officer or employee of any Group Member in connection with a Permitted Acquisition) in connection with any Permitted Acquisition in an aggregate amount not exceeding $10,000,000 in any four fiscal quarter period most recently ended.

Examples of Transaction Bonuses in a sentence

• Without limiting the generality of the foregoing, no indemnified Party shall be able to recover any Losses for which it is otherwise entitled to indemnification under this Agreement to the extent such Losses have already been taken into account in determining the Purchase Price (including Indebtedness, Transaction Expenses and Transaction Bonuses).

• Transaction Bonuses also include the employer’s share of all employment, payroll and similar Tax liabilities relating to any sale, “stay,” retention or similar bonuses or payments by Seller to employees of the Company or any of its Subsidiaries to the extent such Tax liabilities are not paid prior to the Closing.

• Notwithstanding anything contained in this Agreement to the contrary, the Transaction Bonuses shall not be considered “Transaction Expenses” or “Excluded Liabilities” for purposes of reducing Purchase Price or Estimated Purchase Price.

• The Company has paid in full all Company Transaction Bonuses to the recipients of such bonuses and the Company has made all required withholding of income and employment Taxes in connection the payment of such Company Transaction Bonuses.

• The Time Group shall retain Liability with respect to the Time Transaction Bonuses.

More Definitions of Transaction Bonuses

Transaction Bonuses means the amount of any bonuses and/or severance payments paid or payable, by the Company, to the Company’s directors, employees and/or consultants in connection with the Transaction (and excluding for the avoidance of doubt any Surplus Shares or Surplus Cash transferred or paid to the Beneficiaries).

Transaction Bonuses means all amounts payable pursuant to certain transaction bonus arrangements, to be entered into by the Company or a Company Subsidiary between the date hereof and the Closing Date, as further described on Schedule 1.1(i).

Transaction Bonuses has the meaning set forth in Section 2.7(b), above.

Transaction Bonuses shall have the meaning specified in Section 9.3(c).

Transaction Bonuses means the transaction bonuses payable pursuant to the forms of transaction bonus agreements set forth on Section 3.10(a) of the Seller Disclosure Schedule.

Transaction Bonuses means any and all amounts payable to officers, directors, employees, consultants or advisors of any Acquired Company or any other Person in connection with or as a result of the transactions contemplated by this Agreement.

Transaction Bonuses means any bonus, profit share, retention, severance, “stay put”, incentive or similar payments payable by a Transferred Company (including any Retention Bonuses, and for the avoidance of doubt, the aggregate amount of all Retention Bonuses shall be included in Closing Date Indebtedness to the extent unpaid prior to Closing) to any current or former Business Employee (inclusive of any related on-costs) in connection with the transactions contemplated by this Agreement.