Transaction Bonuses. The Sellers shall, or shall cause one or more of their Affiliates to, pay any earned Transaction Bonuses to the applicable Transferred Employees through a Seller’s or its Affiliate’s payroll system, subject to any required withholding for applicable Taxes, as and when such Transaction Bonuses become due and payable in accordance with their terms following the Closing. In order to facilitate the payment of such Transaction Bonuses, no later than five (5) Business Days prior to the applicable payment date(s), the Buyer shall, or shall cause one of its Affiliates to, deliver to the Sellers (together with any other information reasonably requested by Sellers that is necessary to determine whether such Transaction Bonuses have become payable) a list of the Transferred Employees who have remained in employment with the Buyer or an Affiliate thereof through the applicable retention date and are eligible to receive Transaction Bonuses (to the extent that such Transaction Bonuses otherwise become earned and payable to the Transferred Employees pursuant to their terms).
Transaction Bonuses. In addition to the base salary provided for in Section 3.1 and the Signing Bonus, the Company shall pay to the Executive one or more transaction bonuses (each, a "Transaction Bonus") in accordance with the provisions of this Section 3.3.
Transaction Bonuses. As of the Closing, Buyer or the Group Companies shall assume and honor, or Buyer shall cause its Affiliates to assume and honor, in accordance with their terms, the obligation to pay the Business Employees the second installment of the transaction bonuses listed under the heading “Transaction Bonuses” on Schedule 5.23 within six (6) months from the Closing Date.
Transaction Bonuses. The Parties hereto agree that payment of the Transaction Bonuses contemplated in Sections 6.12(b) and 6.18 of the Stock Purchase Agreement, and the corresponding determination of reductions in the Purchase Price and Closing Cash Payment pursuant to Section 1.02(a) of the Stock Purchase Agreement, if applicable, shall be treated as follows, and Section 6.18 of the Stock Purchase Agreement will be deemed amended accordingly in connection with these provisions:
Transaction Bonuses. There are no transaction bonuses or other amounts payable by the Company to any Employee or officer of the Company, consultant to the Company, GAA, Seller, or other Person providing services to the Company at or after the Closing in connection with the transactions contemplated by this Agreement, nor will the Closing cause the acceleration of the time of payment or vesting of any payments or bonuses.
Transaction Bonuses. With respect to any payments due under the change of control bonus letters referenced on Schedule 5.10 (the “Transaction Bonus Agreements”), the parties acknowledge that the initial payment due under such Bonus Agreements (the “Initial Payment”) shall be paid by the Company immediately prior to Closing (the “Initial Payment Date”), and on or prior to such Initial Payment Date Seller shall pay to the Company the respective amount of such Initial Payment less any cash remaining in the Company at Closing. The obligation to pay the remaining installment under the Bonus Agreements shall be paid by Seller and such obligation is hereby assigned to Seller effective immediately following payment of the Initial Payment.
Transaction Bonuses. Immediately prior to and contingent upon the Closing, the Company shall pay to each employee selected by the Parties a bonus payment in an amount agreed upon by the Parties, less applicable Taxes required to be withheld with respect to such payments, and shall contribute to the Company’s SEP-XXX Plan on behalf of each such Person an amount equal to twenty-five percent (25%) of such bonus payment (each amount paid to and contributed on behalf of a Person, the “Bonus Payment”); provided that prior to receiving his or her Bonus Payment, each such employee shall be required to deliver to the Company an executed Bonus Award Letter and fully comply with the terms for payment set forth therein. The Seller Parties may, after consultation with the Buyer, make changes to the Persons or amounts previously agreed upon by the Parties prior to the Closing Date; provided that such changes shall not result in a Transaction Bonus Amount (as defined below) of less than One Million Dollars ($1,000,000.00). The term “Transaction Bonus Amount” shall mean the aggregate amount of all Bonus Payments paid and contributed pursuant to this Section 1.5, plus all employee withholding Taxes and all employer payroll Taxes thereon. Pursuant to the Flow of Funds Memorandum, the Company may direct the Buyer to pay, on behalf of the Company, the Bonus Payments pursuant to this Section 1.5.
Transaction Bonuses. Notwithstanding anything to the contrary contained in this Agreement, at or prior to the Closing, Parent shall be permitted to pay transaction-related bonuses to those individuals and in the corresponding amounts set forth in Section 7.18 of the Parent Disclosure Letter in accordance with (i) the transaction bonus plan in connection with the transactions contemplated by this Agreement (the “Contemplated Transaction Bonus Plan”) substantially in the form provided by Parent to the Company prior to execution of this Agreement, and (ii) the Transaction Bonus Plan in connection with the KINS Merger Agreement (the “Completed Transaction Bonus Plan”) substantially in the form provided by Parent to the Company prior to execution of this Agreement (collectively, the “Transaction Bonus Plans” and the transaction bonuses payable pursuant thereto, the “Transaction Bonuses”).
Transaction Bonuses. There are no special bonuses, commissions or other similar compensation payable to any officer, employer or manager of Target or any of its Subsidiaries in connection with the transactions contemplated hereby.
Transaction Bonuses. There are no special bonuses, commissions or other similar compensation payable to any officer, employer or manager of Parent in connection with the transactions contemplated hereby.
