Change of Control Payments definition

Change of Control Payments means all change of control, bonus or other similar payments that are payable by the Company Group to any Person in conjunction with the consummation of the transactions contemplated hereby, together with any employer-paid portion of any employment and payroll taxes related thereto.

Change of Control Payments means any and all bonuses or other obligations or payments arising or payable as a result of or in connection with the transactions contemplated hereby (whether due at or after the Closing, with or without the passage of time or occurrence of other events, or otherwise).

Change of Control Payments means any and all management sale bonuses, transaction bonuses, change of control, retention or similar compensatory payments due or payable by the Company, Seller or one of its Affiliates to any Company Employee as a result of the consummation of the transactions set forth herein or the entry into this Agreement; provided that any of the foregoing payments that are triggered by a termination of employment that occurs at or following the Closing (including termination by Purchaser or any of its Affiliates that occurs at or following the Closing) shall not be a Change of Control Payment.

Examples of Change of Control Payments in a sentence

• If the Capped Amount is greater than the Net Uncapped Amount, the Employee shall be entitled to receive or commence to receive the Change of Control Payments equal to the Capped Amount; or if the Net Uncapped Amount is greater than the Capped Amount, the Employee shall be entitled to receive or commence to receive the Change of Control Payments equal to the Uncapped Payments.

• Notwithstanding the foregoing, if not reducing the Change of Control Payments would result in a greater after-tax amount to the Employee, such payments shall not be reduced.

• Such maximum limit shall be One Dollar ($1.00) less than the largest amount under which no portion of the Change of Control Payments is considered a "parachute payment" within the meaning of Section 280G of the Code.

• The Change of Control Payments and benefits described in this Section 3(e) are expressly contingent on Executive’s execution of a standard severance and release agreement containing a release of any and all claims by him against Employer.

• Notwithstanding such subsections, the Change of Control Payments will be reduced such that the present value of the payments to the Employee or for the Employee’s benefit, receipt of which is deemed to be contingent on a change of control under Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), shall not exceed an amount equal to the maximum which the Company may pay without loss of deduction under Section 280G(a) of the Code (the “Golden Parachute Threshold”).

More Definitions of Change of Control Payments

Change of Control Payments has the meaning set forth in Section 4.16 of this Agreement.

Change of Control Payments means any payment (including any benefit or transfer of property) in the nature of compensation, to or for the benefit of the Executive under any arrangement which is partially or entirely contingent on a Change of Control, or is deemed to be contingent on a change of control or ownership of Ultra Pac for purposes of Section 280G of the Code. As used in this definition, the term "arrangement" includes any agreement between the Executive and Ultra Pac and any and all of Ultra Pac's salary, bonus, incentive, compensation or benefit plans, programs or arrangements, and shall include this Agreement.

Change of Control Payments means any and all (i) bonuses or similar payments payable as a result of the transactions contemplated hereby, (ii) investment banking, agent, brokers’ and finders’ and other similar fees payable as a result of the transactions contemplated hereby and (iii) amounts payable to obtain any Consents required to be listed in Section 3.4 of the Disclosure Schedule.

Change of Control Payments has the meaning set forth in Section 2 of this Agreement.

Change of Control Payments means any amounts which become payable in cash or property by the Company to any of its current or former employees or consultants prior to, on, or following the Warrant Exercise Closing as a result of the execution and delivery of this Warrant, the purchase of Shares purchasable hereunder or consummation of any other transactions contemplated hereby (in each case, other than any payments made to any Person in accordance with the Redemption Provisions), whether pursuant to any Plan or severance policy of the Company or any individual employment, severance or change-of-control Contract or otherwise, and have not been paid prior to the Warrant Exercise Closing Date, plus [****].

Change of Control Payments means any amount payable by an Acquired Company pursuant to an obligation by such Acquired Company under a plan or agreement of any of the Acquired Companies in effect prior to the Closing to any Person (including any Company Employee or former employees of the Company) as a result of or in connection with the Transactions, including to the extent attributed to the acceleration or early vesting of any right or benefit or lapse of any restriction as a result of or in connection with the Transactions (other than acceleration of Company Options in effect on the Effective Date and as disclosed in the Company Disclosure Schedule); but excluding in all cases: (a) any Transaction Expenses; and (b) any payments made pursuant to obligations of the Company in this Agreement.

Change of Control Payments means any payment (including any benefit or transfer of property) in the nature of compensation to or for the benefit of Executive under any arrangement which is partially or entirely contingent on a Change of Control, or is deemed to be contingent on a Change of Control for purposes of Section 280G of the Code. As used in this definition, the term “arrangement” includes any agreement between Executive and Zomax and any and all of Zomax’s salary, bonus, incentive, compensation or benefit plans, programs or arrangements, and shall include this Agreement. Code shall mean the Internal Revenue Code of 1986, as amended from time to time. Company shall mean Zomax Incorporated, a Minnesota corporation, any subsidiaries thereof, and any successors or assigns, including any Successor.