Carve-Out Plan. The Company will implement a change in control carve-out plan (the “Carve-Out Plan”) that will provide the Executive with minimum levels of compensation at various transaction price levels as indicated in the spreadsheet attached hereto as Exhibit B. Notwithstanding the foregoing, the Executive will remain vested and be eligible to participate (to the extent vested on the termination date) in the Carve-Out Plan only if and for so long as he is employed at the time of, or within six months prior to, the closing of a Change in Control, unless Executive’s employment is terminated for Cause by the Company.
Carve-Out Plan. Prior to the Closing, (a) the Company will establish a program for certain of its employees (the "Employee Carve-Out Plan") which will set aside out of the Net Merger Consideration an amount equal to an aggregate of $5,000,000 (the "Carve-Out Funds"), and (b) the Purchaser, the Company and the Stockholder Representative will consult with one another and cooperate in good faith as to the final form and content of the Employee Carve-Out Plan. Notwithstanding the foregoing, at the Closing, the Carve-out Funds will be available for distribution as described in Section 2.3 of the Company Disclosure Schedule, upon the terms and subject to the limitations as may be set forth therein.
Carve-Out Plan. Buyer shall pay, or cause the Surviving Corporation to pay, all amounts required to be paid pursuant to the Carve Out Plan. Except as required to comply with applicable Legal Requirements, Buyer shall not permit the Surviving Corporation to amend or terminate the Carve Out Plan without the prior written consent of the Stockholders’ Representatives, which consent shall not be unreasonably withheld or delayed.
Carve-Out Plan. On the Closing Date, the Buyer or the Surviving Corporation shall pay each of the Carve-out Plan Participants their respective share of the Carve-out Plan Amount (after any reductions pursuant to Section 2.4(d)(iv), if any), pursuant to the terms of the Carve-out Plan, through the Buyer’s or the Surviving Corporation’s payroll system, subject to any required withholding for applicable Taxes. For purposes of clarification, the Carve-out Plan Amount shall be subject to the indemnification obligations under Article X.
Carve-Out Plan. Seller has made available to Buyer a true and complete copy of the Carve-Out Plan and Section 3.19 of the Disclosure Schedule lists the implementing documents in respect thereof as currently in effect and which will be implemented prior to the date hereof (together with those documents entered into between the date hereof and closing to give effect to those transactions contemplated in the Carve-Out Plan to be completed between the date hereof and Closing, the “Carve-Out Documents”). Each of the Carve-Out Documents entered into as of the date this representation and warranty is made (a) is a valid and binding agreement of the parties thereto, enforceable in accordance with its terms, subject to the Enforceability Exceptions, (b) has not been amended or modified and represents the entire agreement between the parties thereto, and (c) is not the subject of any lawsuits or other proceedings pending or, to the knowledge of Seller, threatened by any Governmental Authority that seek the revocation, cancellation, suspension or adverse modification thereof. None of the parties to the any of the Carve-Out Documents entered into as of the date this representation and warranty is made are in default of, or have received any written notice of any default or event that, with notice or lapse of time, or both, would constitute a default by the parties thereto.
Carve-Out Plan. Seller shall, and shall cause each of its applicable Affiliates to, use its commercially reasonable efforts to complete the actions contemplated by the Carve-Out Plan (except for actions which are contemplated to occur at the Closing or at the Deferred Closing) and the Cash Repatriation Plan prior to the Closing, except to the extent that a deviation from the actions contemplated by the Carve-Out Plan or the Cash Repatriation Plan (i) would not result in any Liability or obligation (Tax or otherwise) arising therefrom or related thereto being imposed on the Transferred Subsidiaries or included in the Assumed Liabilities, in each case other than those expressly contemplated by the Carve-Out Plan or the Cash Repatriation Plan, (ii) would result in any such Liability or obligation, but such Liability or obligation is satisfied prior to the Closing or is otherwise indemnified by Seller pursuant to Article 8 or Article 11 or borne by Seller pursuant to Section 13.03 or (iii) with respect to the Cash Repatriation Plan, such deviations are incurrences of indebtedness solely among Transferred Subsidiaries or settlements of intercompany balances among Transferred Subsidiaries; provided, that if any such deviation is material to the proposed intercompany loan structure and intercompany balance settlements described in the Cash Repatriation Plan (without giving effect to any subsequent amendments), Seller shall indemnify Parent for the sum of (x) any Cash Repatriation Damages with respect to each such material deviation in the amount of intercompany indebtedness or settlements of intercompany balances, with the amount of Cash #88639600v31 Repatriation Damages determined for this purpose as if the amount of such deviation were Foreign Cash, and (y) any reasonable and necessary documented out-of-pocket non-tax costs (other than the costs of transfer from a bank account incurred in the ordinary course of business) that would be incurred to repatriate to the United States any such deviation as of the day immediately following the Closing Date, even if such amounts could not be lawfully repatriated (it being understood that any increase in the amount of any indebtedness or intercompany settlements among Transferred Subsidiaries that is less than 50% (or in the case of intercompany indebtedness or settlements owed by Transferred Subsidiaries organized in Brazil, Spain, Sweden, Croatia or the People’s Republic of China, 25%) of the amount of such indebtedness or settlements...
Carve-Out Plan. The Board of Directors or applicable committee thereof, has adopted resolutions that, subject to the service of the individuals set forth on Schedule 2.07 with Parent or it applicable Subsidiary as of the Closing, provide for the issuance of Restricted Stock Unit Awards (under and within the meaning of the Parent’s 2018 Equity Incentive Plan), effective as of, and subject to the occurrence of, the Closing, to the individuals in the amounts and subject to the terms set forth on Schedule 2.07 (such Restricted Stock Unit Awards, the “Parent RSUs”).
Carve-Out Plan. (a) Subject to Section 2.9(b) and subject to Section 5.5(c), on the Closing Date, Parent shall pay (or shall cause the Surviving Corporation or any Subsidiary of Parent to pay) the amount set forth opposite each Carve-Out Participant’s name on the Merger Consideration Spreadsheet pursuant to the Carve-Out Plan (the aggregate amount payable to all Carve-Out Participants under the Carve-Out Plan, the “Carve-Out Amount”) less an amount equal to the Carve-Out Amount payable to such Carve-Out Participant multiplied by the Escrow Percentage, which amount will be placed in the Escrow Fund pursuant to this Agreement and the Escrow Agreement, and which amount will be released when and if such disbursements are required to be made pursuant to this Agreement and the Escrow Agreement. All payments to the Carve-Out Participants shall be subject to deduction and withholding by Parent (or any Subsidiary of Parent, as applicable) of all applicable social security, Medicare and any other withholding required by applicable law to be made in respect of the amounts payable to the Carve-Out Participants.
Carve-Out Plan. The Carve-Out Plan shall not have been amended, modified, waived or terminated in any respect and each shall continue to be in full force and effect.
Carve-Out Plan. The Carve-Out Plan has not been amended or modified since the date of this Agreement.
