Change of Control Payments definition

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).

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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.

Change of Control Payments has the meaning set forth in Section 4.16(a).

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.
For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Benefit than from the Specified Benefits, there shall be taken into account all payments and benefits Executive will receive upon a change in control of the Company (collectively, excluding the Specified Benefits, the "Change of Control 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.

More Definitions of Change of Control Payments

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

Change of Control Payments means all amounts (including any bonus, severance or other payments) that shall become payable (whether currently or in the future) (whether paid or unpaid prior to the Effective Time) to any employees, consultants or contractors of the Company or any of its Subsidiaries or any other Third Party as a result of or in connection with any “change of control” provision binding on the Company or any of its Subsidiaries triggered by the Merger or any other transaction contemplated by this Agreement (either alone or together with any other trigger event).

Change of Control Payments means any and all (i) bonus payments, retention payments, severance payments or other 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 3.3 of the Disclosure Schedule.

Change of Control Payments means any Liability of the Company, whether or not contingent, for severance, change of control payments, stay bonuses, retention bonuses, transaction bonuses, success bonuses and other bonuses and similar Liabilities arising out of or relating to the execution of this Agreement or the consummation of the transactions contemplated hereby.

Change of Control Payments means any payments that are required to be paid by any member of the Company Group to an officer, director, employee or consultant of or to any member of the Company Group solely upon or as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby.

Change of Control Payments means any amounts which become payable by the Company or Pharma to any of their respective employees or former employees on or prior to the Closing Date as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, whether pursuant to the Company's severance policy or individual employment, severance or change-of-control Contract or otherwise.