Closing Employee Payment definition

Closing Employee Payment means any payment triggered by or that becomes due solely as a result of the Merger or the transactions contemplated by this Agreement, whether due prior to, at or after the Closing (whether or not subject to vesting or other conditions) arising out of any management, employment, retention, bonus, change in control, paid-time off, severance (other than as set forth in Section 5.10(a)), or other similar arrangement with any current or former director, officer, employee, independent contractor or any other service provider of the Company (including any separation payment, contractual or otherwise, or statutory severance or notice payments payable to any Non-Continuing Employee); provided, however, that any payment to be made, or other obligation or liability owing by or due from Parent to any employee pursuant to the terms of an offer letter or independent contractor agreement entered into by and between Parent and such employee shall not be deemed to be a Closing Employee Payment.
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Closing Employee Payment means any payment, benefit or other obligation triggered by or that becomes due as a result of either of the Mergers or the other transactions contemplated by this Agreement, whether due prior to, at or after the Closing arising out of any management, employment, retention, bonus, change in control, paid-time off, severance, or other similar arrangement with any current or former director, officer, employee, independent contractor or any other service provider of the Company and/or its Subsidiaries and the employer portion of any associated employment, payroll or similar Tax (including any separation payment, contractual or otherwise, or statutory severance payments or payments in lieu of notice, including but not limited to payments in lieu of notice required under the federal WARN Act and state equivalents, payable to any Non-Continuing Employee); provided, however, that no Parent Employee Obligation shall be a Closing Employee Payment and shall be borne by Parent.
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Closing Employee Payment means any payment, benefit or other obligation triggered by or due solely as a result of the Merger or the transactions contemplated by this Agreement whether made at or prior to the Effective Time or due as of the Effective Time but to be made following the Effective Time (whether or not subject to vesting or other conditions) arising out of any management, employment, retention, bonus, change in control, severance or other similar arrangement (including the Company Stock Plan) with any current or former director, officer, employee or consultant of any of the Acquired Companies and the employer portion of any associated employment Tax (including any separation payment payable to any Non-Continuing Employee and any employer’s National Insurance contributions); provided, however, that any payment to be made by Parent to any employee pursuant to the terms of an Offer Letter entered into by and between Parent and such Person shall not be deemed to be a Closing Employee Payment.
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More Definitions of Closing Employee Payment

Closing Employee Payment means any payment, benefit or other obligation triggered by or due as a result of the Merger or the transactions contemplated by this Agreement that is due prior to or as of the Effective Time but remains unpaid as of the Effective Time or that is due following the Effective Time (excluding any payment, benefit or other obligation subject to vesting or other conditions not satisfied as of the Effective Time) arising out of any management, employment, retention, bonus, change in control, paid-time off policies, severance, or other similar arrangement with any current or former director, officer, employee or consultant of the Company, and the employer portion of any associated employment, payroll or similar Tax (other than with respect to the Unvested Cash Option Payment) (including any separation payment, contractual or otherwise, or statutory severance or notice payments, including but not limited to requirements under the federal WARN Act and state equivalents, payable to any Non-Continuing Employee); provided, however, that any payment to be made by Parent or the Surviving Corporation to any employee pursuant to the terms of an Offer Letter or other Contract entered into by and between Parent or, if such Contract is effective at or after the Effective Time, the Surviving Corporation, on one hand, and such Person, on the other hand, shall not be deemed to be a Closing Employee Payment.
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Closing Employee Payment means any payment, benefit or other obligation triggered by or due solely as a result of the Merger or the transactions contemplated by this Agreement whether made at or prior to the Effective Time or due as of the Effective Time but to be made following the Effective Time (whether or not subject to vesting or other conditions) arising out of any management, employment, retention, bonus, change in control, severance or other similar arrangement (including the Company Stock Plan) with any current or former director, officer, employee or consultant of any of the Acquired Companies and the employer portion of any associated employment Tax (including any separation payment payable to any Non-Continuing Employee and any employer’s National Insurance contributions); provided, h owever, that any payment to be made by Parent to any employee pursuant to the terms of an Offer Letter entered into by and between Parent and such Person shall not be deemed to be a Closing Employee Payment.
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Closing Employee Payment means: (i) any severance, retention, bonus, change in control or other similar payment or benefit obligation arising or being accelerated as a result of the Merger, this Agreement or the transactions contemplated by this Agreement; (ii) any unpaid compensation, wages, bonus amounts, plan contributions or premiums, commission amounts, vacation and paid-time-off entitlements and the like for any employee attributable to any period prior to the Closing Date (whether or not accrued and whether or not due or payable as a result of the Merger); and (iii) the employer portion of any payroll, employment, or similar Tax related to any of the foregoing payments.
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Related to Closing Employee Payment

  • Seller Benefit Plan means each Benefit Plan sponsored, maintained or contributed to by Seller or any of its Subsidiaries or with respect to which Seller or any of its Subsidiaries is a party and in which any Employee is or becomes eligible to participate or derive a benefit.

  • Seller Benefit Plans has the meaning set forth in Section 4.10(a).

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • Newly hired employee or “New Hire” means any employee, whether permanent, full-time, or part-time, hired by the Office and who is still employed as of the date of new employee orientation. It also includes all employees who are or have been previously employed by the Office and whose current position has placed them in the bargaining unit represented by CSEA. For those latter employees, for purposes of this article only, the “date of hire” is the date upon which the employees’ employment status changed as such that the employee was placed in the CSEA unit.

  • Hired Employee has the meaning set forth in Section 6.1.6.

  • Company Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company or any Affiliate for the benefit of any Employee, or with respect to which the Company or any Affiliate has or may have any liability or obligation;

  • Employee Transfer Date means in respect of any particular Transferring Employee the date on which the part of the Services to which they are assigned transfers from the Previous Contractor to the Contractor;

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

  • Continuing Employee has the meaning set forth in Section 6.7(a).

  • Qualifying Employee means any employee of Managing Agent or Parent or any of their respective subsidiaries who is and has been an employee of Managing Agent or Parent or any of their respective subsidiaries for at least thirty-six (36) months.

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

  • Seller 401(k) Plan shall have the meaning set forth in Section 6.01(i).

  • Qualified Benefit Plan has the meaning set forth in Section 3.20(c).

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "EMPLOYEE BENEFIT PLAN," within the meaning of Section 3(3) of ERISA which is maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent Employee;

  • Ongoing employee means an employee who has been employed for at least one complete standard measurement period.

  • Retained Employee does not include any individual who has a direct or an indirect ownership interest of at least five percent (5%) in the profits, equity, capital, or value of the Taxpayer, or a child, grandchild, parent, or spouse, other than a spouse who is legally separated from the individual, of any individual who has direct or indirect ownership interest of at least five percent (5%) of the profits, equity, capital or value of the Company.

  • Business Employee means any Person who is a present or former employee of Seller at any time prior to or on the Closing Date, and who provided or previously provided any services relating to the Business.

  • Tipped employee means any employee engaged in an occupation in which s/he customarily and regularly receives more than $30 per month in tips. Tips include amounts designated as a tip by credit card customers on their charge slips. Nothing in this rule prevents an employer from requiring employees to share or allocate such tips or gratuities on a pre-established basis among other employees who customarily and regularly receive tips. Employer-required sharing of tips with employees who do not customarily and regularly receive tips, such as management or food preparers, or deduction of credit card processing fees from tipped employees, shall nullify allowable tip credits towards the minimum wage.

  • Parent Benefit Plans has the meaning set forth in Section 5.07(b).

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • Non-U.S. Benefit Plan has the meaning set forth in Section 3.20(a).

  • Company Contribution means that portion of the main extension costs which the Company will fund based upon the following formula:

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Excluded Employee means an employee as defined in section 3527, subd. (b) of the Government Code (Ralph C. Dills Act) except those excluded employees who are designated managerial pursuant to section 18801.1 of the Government Code.