Transaction Compensation means all stay bonus, closing bonus or similar bonus or payment paid or payable by or on behalf of the Company or the Subsidiaries (whether prior to or at the Closing) to current or former directors, officers, employees, or consultants of the Company and the Subsidiaries solely as a result of the closing transactions contemplated by this Agreement.
Transaction Compensation means all special, closing, change-in-control, retention or other extraordinary bonus or other compensation or payment paid or payable by or on behalf of the Company or its Subsidiaries (whether prior to, at or after the Closing) to current or former directors, officers, employees, or consultants of the Company in connection with this Agreement or the Contemplated Transactions, together with any Taxes incurred by the Company in respect thereof; provided, however, that “Transaction Compensation” shall not include amounts paid or payable to such persons in exchange or cancellation of Company Options pursuant to the terms hereof.
Transaction Compensation means all transaction, closing, change-in-control, retention, severance or other transaction or transaction-linked bonuses or other compensation, payments or benefits to which any current or former directors, officers, employees, or consultants of the Company Group (or any beneficiaries thereof) become entitled on or prior to the Closing in connection with the transactions contemplated by this Agreement or the Related Agreements (including any termination of service in connection therewith), whether payable hereunder, under any Employee Plan or under any other plan, policy or agreement, together with any Taxes incurred or to be incurred by the Company Group in respect thereof. Annex I-12
Examples of Transaction Compensation in a sentence
The terms of the Transactions and the Transaction Compensation were at least as favorable to the IRAs as the terms generally available in arm’s-length transactions between unrelated parties.
The Transactions and Transaction Compensation were not part of an agreement, arrangement or understanding designed to benefit a disqualified person, as defined in Code section 4975(e)(2).
The terms of the Transactions and the Transaction Compensation were at least as favorable to the IRAs as the terms generally available in arm’s length transactions between unrelated parties.
The Applicant seeks relief with respect to the Transactions and with respect to the payment of the Transaction Compensation.
An independent fiduciary confirmed that the methods utilized to correct the Transactions and Transaction Compensation were sufficient to return each affected IRA to at least the position that it would have been in had the Transactions and Transaction Compensation not occurred, and that the correction methods were properly applied to the Transactions and Transaction Compensation based on a review of a representative sample of the corrections, selected at random by the independent fiduciary.
More Definitions of Transaction Compensation
Transaction Compensation means Sale Bonuses, option exercises, payments to holders of Company Options or other compensatory payments that are incurred or otherwise become payable in connection with the Transactions.
Transaction Compensation means, all compensatory payments or benefits required to be made or provided by the Company or any of its Subsidiaries pursuant to any oral or written contracts or other agreements, plans or policies, in any case, in effect prior to the Closing, to any of their respective current or former directors, officers, managers, employees or individual independent contractors solely as a result of the consummation of the Transactions, including payments of the following pursuant to any such contract, agreement, plan or policy: (a) any severance payments or termination payments (including the estimated costs of benefits required to be provided) under the terms of any employment agreement, Company Plan or other arrangement if and to the extent that the triggering employment termination occurs prior to the Closing, (b) any stay bonuses, retention bonuses or success bonuses payable solely as a result of the consummation of the Transactions and/or continued employment through a specified date linked to the Transactions (including, without duplication, the Retention Payment Liability) and
Transaction Compensation means all special, closing or other extraordinary bonus or compensation payable by the Companies or Subsidiaries to officers and employees of the Companies or Subsidiaries in connection with this Agreement and the transactions contemplated hereby.
Transaction Compensation means all transaction, closing, change-in-control, retention or other transaction or transaction-linked bonuses or other compensation, payments or benefits provided by or on behalf of the Company Group prior to the Closing to current or former directors, officers, employees, or consultants of the Company Group (or any beneficiaries thereof) in connection with the transactions contemplated by this Agreement or the Related Agreements, whether payable hereunder or under any other plan, policy or agreement, together with any Taxes incurred or to be incurred by the Company Group in respect thereof; provided however, that (a) any such bonuses, compensation, payments or benefits which are granted or committed to by Buyer after Closing or (b) any amounts that become payable to any employee of the Company Group after the Closing as a result of a termination of employment after the Closing by the Company Group without “cause” or by the employee for “good reason” (each as defined in any applicable agreement existing on the Closing Date between the employee and any member of Company Group), excluding, for purposes of this clause (b), a resignation for “good reason” where the purchase and sale of the Interests under this Agreement alone constitutes “good reason,” shall not be considered Transaction Compensation hereunder. For the avoidance of doubt, “Transaction Compensation” shall include all obligations (other than the obligations of (i) indemnification in accordance with the bylaws or similar governing documents of the Company Group members, (ii) continued coverage under the applicable directors and officers insurance policy or policies and (iii) provision of the right to elect COBRA continuation coverage under any applicable plans) incurred by the Company Group in connection with the termination of the employment of Xxxxxxxx X. Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxx Xxxxxxx and of the Key Personnel Employment Agreements (including, without limitation, any obligations, as applicable, to (A) pay or provide severance (if any); (B) pay COBRA premiums; and (C) pay any related employment Taxes payable by the Company Group with respect thereto).
Transaction Compensation means, all compensatory payments or benefits required to be made or provided by the Company or any of its Subsidiaries pursuant to any oral or written contracts or other agreements, plans or policies, in any case, in effect prior to the Closing, to any of their respective current or former directors, officers, managers, employees or individual independent contractors solely as a result of the consummation of the Transactions, including payments of the following pursuant to any such contract, agreement, plan or policy: (a) any severance payments or termination payments (including the estimated costs of benefits required to be provided) under the terms of any employment agreement, Company Plan or other arrangement if and to the extent that the triggering employment termination occurs prior to the Closing, (b) any stay bonuses, retention bonuses or success bonuses payable solely as a result of the consummation of the Transactions and/or continued employment through a specified date linked to the Transactions (including, without duplication, the Retention Payment Liability) and (c) the Phantom Unit Payments, if and to the extent such amounts become payable in accordance herewith, and (d) the employer’s portion of payroll and employment Taxes required under federal, state or local Law with respect to the amounts described above.
Transaction Compensation means the payments to be made the Persons described on Schedule 1.1(a) to this Agreement in connection with the transactions contemplated hereby.
Transaction Compensation means all transaction, closing, change-in-control, retention or other transaction or transaction-linked bonuses or other compensation, payments or benefits provided by or on behalf of the Company prior to the Closing to current or former directors, officers, employees, or consultants of the Company (or any beneficiaries thereof) in connection with the transactions contemplated by this Agreement, whether payable hereunder or under any other plan, policy or agreement, together with any Taxes incurred or to be incurred by the Company in respect thereof; provided, however, that “Transaction Compensation” shall not include (a) amounts paid or payable to such persons in their capacity as Holders hereunder for exchange or cancellation of Company Capital Stock pursuant to the terms hereof, (b) amounts to the extent actually paid prior to the Closing, (c) amounts paid or payable pursuant to the Company Carve-Out Plan or (d) amounts that become payable to any employee of the Company after the Closing as a result of a termination of employment after the Closing.