Change of Control Amounts means any bonus, retention bonus, consent or other fee, severance, compensation (including the estimated costs of benefits required to be provided), accelerated payment, vesting or funding (through a grantor trust or otherwise) of compensation or benefits or other similar payments (including the employee’s portion of any Medicare, Social Security or unemployment Taxes in respect of such payments) that the Company upon Closing, to the extent not paid as of the Measurement Time, will become obligated to pay to any employee, officer, director or manager of the Company, Seller or any of their respective Affiliates as a result of the consummation of the Transactions, regardless of whether such amounts are payable at or after Closing.

Change of Control Amounts means any bonus, retention bonus, consent or other fee, compensation (including the estimated costs of benefits required to be provided) or other similar payments (including the employee’s portion of any Medicare, Social Security or unemployment Taxes in respect of such payments) that Crude JV, upon Closing, to the extent not paid as of the Measurement Time, will become obligated to pay (other than Expenses, Severance Obligations and termination fees) as a result of the consummation of the transactions contemplated by this Agreement and the Transaction Documents, regardless of whether such amounts are payable at or after Closing.

Change of Control Amounts means any bonus, retention bonus, consent or other fee, compensation (including the estimated costs of benefits required to be provided), accelerated payment, vesting or funding (through a grantor trust or otherwise) of compensation or benefits or other similar payments that any Acquired Company upon Closing, to the extent not paid as of the Measurement Time, will become obligated to pay (other than Company Transaction Expenses and Severance Obligations) to any employee or independent contractor of any Acquired Company or any Officer, Director or Manager as a result of the consummation of Transactions, regardless of whether such amounts are payable at or after Closing.

Examples of Change of Control Amounts in a sentence

It is anticipated that the payments to be made and benefits to be provided to the Employee under this Agreement and other agreements (collectively, the "Change of Control Amounts") may become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed), on account of "excess parachute payments" as defined in Section 280G of the Code.
On or before January 27, 2006, the Purchaser may send a written notice to the Company concerning the acceleration of the payments of all or a portion of the Change of Control Amounts.
The Partnership does not have any Liability for any Change of Control Amounts or Severance Obligations.
Within five Business Days prior to the Closing Date, Regency shall use its commercially reasonable efforts to cause each payee of Third Party Debt, Expenses, Change of Control Amounts and Severance Obligations, as the case may be, to deliver a Debt Payoff Letter or an Expense Payoff Letter to Regency, copies of which shall be promptly delivered to Buyer.

More Definitions of Change of Control Amounts

Change of Control Amounts means any bonus, retention bonus, consent or other fee, compensation (including the estimated costs of benefits required to be provided) or other similar payments (including the employee’s portion of any Medicare, Social Security or unemployment Taxes in respect of such payments) that either FrontStreet Company upon Closing, to the extent not paid as of 11:59 p.m. on the Measurement Date, will become obligated to pay (other than Expenses and Severance Obligations) as a result of the consummation of the transactions contemplated by the Transaction Documents, regardless of whether such amounts are payable at or after Closing.

Change of Control Amounts means any obligation of the Seller, the Partnership or their Affiliates for any bonus, retention bonus, change in control fee, compensation or other similar payments or benefits (including the employee’s portion of any Medicare, Social Security or unemployment Taxes in respect of such payments), pursuant to Contracts or arrangements that exist as of immediately prior to the Closing, in each case, to the extent arising as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in combination with any other event (contingent or otherwise), regardless of whether such amounts are payable at or after Closing.

Change of Control Amounts means any bonus, retention bonus, consent or other fee, compensation (including the estimated costs of benefits required to be provided) or other similar payments that any Regency Company upon Closing, to the extent not paid as of 11:59 p.m. on the Measurement Date, will become obligated to pay (other than Severance Obligations) as a result of the consummation of the transactions contemplated by the Transaction Documents, regardless of whether such amounts are payable at or after Closing and shall also include all amounts payable under the Phantom Stock Plan and all amounts payable under the Bonus Plan as a result of the transactions contemplated by this Agreement, whether payable by their terms at Closing.

Change of Control Amounts set forth in Section 1.1 of the Purchase Agreement hereby is amended and restated in its entirety to read as follows:

Change of Control Amounts means any bonus, retention bonus, consent or other fee, compensation (including the estimated costs of benefits required to be provided) or other similar payments that any Regency Company upon Closing, to the extent not paid as of 11:59 p.m. on the Measurement Date, will become obligated to pay (other than Severance Obligations) as a result of the consummation of the transactions contemplated by the Transaction Documents, regardless of whether such amounts are payable at or after Closing and shall also include all amounts payable under the Bonus Plan as a result of the transactions contemplated by this Agreement, whether payable by their terms at Closing. The term Change of Control Amounts shall not include any amounts payable under the Phantom Stock Plan."

Change of Control Amounts means any bonus, retention bonus, consent or other fee, compensation or other similar payments (including the employee’s portion of any Medicare, Social Security or unemployment Taxes in respect of such payments) that the Company or any of the Subsidiaries upon Closing will become obligated to pay to any officer, director, manager or employee as a result of the consummation of the transactions contemplated by this Agreement, regardless of whether such amounts are payable at or after Closing.