Carve-Out Payment definition

Carve-Out Payment means [**]
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Carve-Out Payment means 74,000 shares of Parent Series E-1 Preferred of the Aggregate Merger Consideration, subject to adjustment pursuant to Section 1.11.
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Carve-Out Payment means the cash payments in the amounts as set forth on the Closing Spreadsheet to the holders of Offered SARs listed on Schedule 3.16(a). THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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Examples of Carve-Out Payment in a sentence

  • Notwithstanding anything to the contrary in this Agreement or the Plan, this Option shall be subject to the terms and conditions set forth in Section 15 of the Optionee’s Management Carve-Out Payment Agreement with respect to Section 280G of the Code and the treasury regulations promulgated thereunder.

  • At the Effective Time and subject to Section 10.2, Parent shall issue the Carve-Out Payment to the Carve-Out Recipients, in accordance with each such Carve-Out Recipient’s Carve-Out Plan Percentage as set forth opposite each Carve-Out Recipient listed on Exhibit A-2 attached hereto.

  • The payment of the Carve-Out Payment to the Carve-Out Recipients represents payment in full of all obligations of the Company and Parent under the Carve-Out Plan at and after the Effective Time.

  • Any Post-Closing Reduction or Post-Closing Addition shall be applied ninety percent (90%) to the Initial Merger Consideration and ten percent (10%) to the Initial Carve-Out Payment.

  • The Surviving Corporation shall be entitled to deduct and withhold from each Carve-Out Payment all amounts required to be deducted and withheld under the Code, the rules and regulations promulgated thereunder, and any provision of state, local or foreign Tax Law.


More Definitions of Carve-Out Payment

Carve-Out Payment means, with respect to a Participant, (i) the Carve-Out Pool Amount multiplied by such Participant’s Carve-Out Percentage, minus (ii) such Participant’s Equity Offset. For clarity, if the Participant’s Equity Offset equals or exceeds the product of the Carve-Out Pool Amount multiplied by such Participant’s Carve-Out Percentage, the Participant will have no right to receive any payment under this Plan.
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