Change of Control Payments Amount definition

Change of Control Payments Amount means the aggregate amount of (i) any and all amounts (including, but not limited to, the Special Service Payment and all Consulting Fees (as such terms are defined in the Xxxxxxx Agreement)) payable to Xxxxxx X. Xxxxxxx under the Xxxxxxx Agreement in connection with or as a result of the transactions contemplated by this Agreement or otherwise, including all Taxes that are payable by the Company or any of its Subsidiaries in connection with or as a result of the payment of such amounts (collectively, the “Xxxxxxx Payments”), and (ii) any and all amounts payable as a result of the consummation of the Merger to any other Representatives of the Company or any of its Subsidiaries under any change-of-control, transaction bonus, or similar transaction incentive arrangements entered into between the Company or any of its Subsidiaries and such Representatives prior to the Closing in connection with or as a result of the transactions contemplated by this Agreement, including all Taxes that are payable by the Company or any of its Subsidiaries in connection with or as a result of the payment of such amounts, such arrangement in each case, as identified in Section 4.17(a) of the Company Disclosure Schedule and to the extent unpaid as of immediately prior to Closing.
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Change of Control Payments Amount means the aggregate amount of (i) any and all amounts (including, but not limited to, the Special Service Payment and all Consulting Fees (as such terms are defined in the Chieffe Agreement)) payable to Thomas N. Chieffe under the Chieffe Agreement in connection with or as a result of the transactions contemplated by this Agreement or otherwise, including all Taxes that are payable by the Company or any of its Subsidiaries in connection with or as a result of the payment of such amounts (collectively, the “ Chieffe Payments ”), and (ii) any and all amounts payable as a result of the consummation of the Merger to any other Representatives of the Company or any of its Subsidiaries under any change-of-control, transaction bonus, or similar transaction incentive arrangements entered into between the Company or any of its Subsidiaries and such Representatives prior to the Closing in connection with or as a result of the transactions contemplated by this Agreement, including all Taxes that are payable by the Company or any of its Subsidiaries in connection with or as a result of the payment of such amounts, such arrangement in each case, as identified in Section 4.17(a) of the Company Disclosure Schedule and to the extent unpaid as of immediately prior to Closing.
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Related to Change of Control Payments Amount

  • 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 Payment has the meaning set forth in Section 4.01(b).

  • Change of Control Payment Date has the meaning provided in Section 4.15.

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • Change in Control Payment shall have the meaning stated in Section 6.4 hereof.

  • Change of Control Price means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Change of Control Redemption Premium means 125%.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change of Control Redemption Price shall have the meaning set forth in Section 7.3;

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Make-Whole Payment means, with respect to any Series 2019-2 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to such Series 2019-2 Note of the excess, if any, of (x) the sum of the Discounted Values for each Remaining Distribution Amount with respect to each Applicable Distribution Date over (y) the Series 2019-2 Invested Amount as of such Optional Repurchase Distribution Date (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date).

  • Severance Amount means:

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Make-Whole Amount means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 77% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date. Servicer: Calmco, or its successors in interest, as applicable.

  • Repurchase Amount shall have the meaning set forth in Section 4.2 hereof.

  • Termination Payment Date means the earlier of the first Distribution Date following the liquidation or sale of the Receivables as a result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination Date.

  • Change of Control Redemption Date shall have the meaning set forth in Section 7.2;

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Principal Payment Any payment of principal on a Mortgage Loan other than a Principal Prepayment.

  • Amortization Payment Date shall have the meaning set forth in Section 2(d).