Merger Payment Sample Clauses

Merger Payment. (a) If, on the Closing Date, (i) Splitco will not hold 20.00% of the outstanding shares of Star One as of Closing (including as a result of the ANATEL Condition not being satisfied at the Closing Date), (ii) Embratel is unwilling to enter into a shareholders agreement with Splitco

Merger Payment. Within 60 days following the closing of the Merger (the “Closing”), the Employer will pay Executive a cash payment equal to 2.99 times the Executive’s Base Salary and the higher of the annual bonus paid in the two calendar years immediately preceding the calendar year in which the Closing occurs, subject to (a) Executive’s continuous employment through the date of payment, and (b) Executive entering into, and not revoking, a copy of the Release within the time periods set forth therein, releasing the Bank and the Company and their affiliates from any and all liability (other than Executive’s ongoing rights under this Agreement). Notwithstanding the foregoing, if the Closing occurs in 2018, no value of any 2017 annual bonus that exceeded the greater of Executive’s 2015 bonus and 2016 bonus will be taken into account for purposes of the calculations in this Section 4.7. Such payment shall be subject to Section 3.9. For avoidance of any doubt, the references to Base Salary and annual bonuses in this Section 4.7 refer to the Base Salary and annual bonuses paid to the Executive by Executive’s predecessor employer, First Mariner Bank.

Merger Payment. “Merger Payment” means the sum of the Initial Payment and any and all Contingent Payments.

Merger Payment. Seller acknowledges and agrees that, provided the Closing hereunder occurs prior to or simultaneously with the Merger and the conditions under Section 9.4(b) of the Merger Agreement have been satisfied at or prior to the Closing of the Merger, the Common Merger Consideration (as defined in the Merger Agreement) will be $11.156, subject to adjustment as contemplated by Section 7.4(c) of the Merger Agreement.

Merger Payment. The CB Parties acknowledge and agree that, provided the Closing hereunder occurs prior to or simultaneously with the Merger and the conditions under Section 9.4(b) of the Merger Agreement have been satisfied at or prior to the Closing of the Merger, the Common Merger Consideration (as defined in the Merger Agreement) will be $11.156, subject to adjustment as contemplated by Section 7.4(c) of the Merger Agreement.

Merger Payment. If the Merger is consummated, then the Supplemental Retirement Benefit shall be paid in a lump sum amount on the first day of the month next beginning after the Termination Date, if the Merger is not consummated, (i) the Committee shall review the Supplemental Retirement Benefit payment provisions at that time, and (ii) in the event Executive dies or becomes permanently disabled, Executive, or his heirs or attorney in fact if Executive is deceased or incapable, physically or mentally, of so acting, may elect to receive the entire Supplemental Retirement Benefit, or the remaining unpaid balance thereof, over a period of not less than four (4) years upon written notice to the Board.