Transaction Payroll Taxes definition

Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises or other compensatory payments in connection with the Contemplated Transactions to the extent the foregoing are paid on or about or prior to the Closing Date.

Transaction Payroll Taxes means any employment or payroll Taxes with respect to any Change in Control Payments or other bonuses or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Acquiror or the Company. For avoidance of doubt, “Transaction Payroll Taxes” will include any of the foregoing Taxes payable with respect to Employee Compensation Expenses and Pledge Payments.

Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

Examples of Transaction Payroll Taxes in a sentence

• For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses, and Third Party Expenses shall not include Taxes (other than Transaction Payroll Taxes associated with amounts paid on or about the Closing Date).

• The result is given on the screen at the end of the test and also sent via e-mail.

• Subject to consummation of the Merger, the undersigned will be or is entitled to receive, with respect to the undersigned’s Listed Options, only the Company Option Consideration, less applicable Transaction Payroll Taxes as of the date of such payment.

• The Representative shall pay to the Surviving Corporation by wire transfer of immediately available funds no later than two (2) Business Days prior to the date of such payroll cycle (i) the aggregate amount of such requested payments, plus (ii) the aggregate Transaction Payroll Taxes to be incurred in connection with such requested payments.

• Except with respect to Transaction Payroll Taxes included in the definition of “Third Party Expenses” (as finally determined under Section 1.3), Seller shall have no liability or indemnity for, and Losses shall not include, any Taxes of or with respect to the Company with respect to any taxable period or portion thereof beginning after the Closing Date.

More Definitions of Transaction Payroll Taxes

Transaction Payroll Taxes means the employer portion of any payroll or similar Taxes, including employment insurance contributions and premiums incurred by the Company prior to the Closing in connection with any bonuses, retention, change-in-control or similar payments in connection with the Transactions.

Transaction Payroll Taxes means the employer portion of any payroll and employment Taxes (including social security, Medicare, and unemployment) that Seller incurs with respect to the Change of Control Payments.

Transaction Payroll Taxes means the employer portion of any employment or payroll taxes with respect to any bonuses, option cash-outs, or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Parent, the Company or any of their Subsidiaries.

Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises and cashouts, change of control or other compensatory payments made in connection with the transactions contemplated by this Agreement.

Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred with respect to any bonuses, option exercises and cash-outs, and other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Parent, the Company or any of their respective Affiliates to the extent payable or accrued on or prior to the Closing Date.

Transaction Payroll Taxes means the employer portion of payroll or other employment Taxes incurred in connection with any bonuses, option cashouts or other compensatory payments made in connection with the transactions contemplated by this Agreement (including payments with respect to Restricted Stock), in each case, that become payable on or around the Closing Date, whether payable by Parent, the Company or any of its Subsidiaries. For avoidance of doubt, Transaction Payroll Taxes shall not include any payroll or other employment Taxes incurred in connection with payments made pursuant to Section 1.9(f)(i) or releases from the Escrow Fund or SR Expense Fund to Escrow Equity Holders.

Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cashouts or other compensatory payments in connection with the consummation of the Merger 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 Merger and the other transactions contemplated hereby, in each case, other than the employer portion payroll or employment Taxes incurred as a result of 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.