Closing Employee Payments definition

Closing Employee Payments means (i) any payment in respect of any stock appreciation right, phantom stock, stock option, interest in the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based award or right and (ii) any change of control payments, bonuses, severance, termination, or retention obligations or similar amounts, in each case payable in the future or due by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby, including any Taxes payable in connection therewith.
Sample 1
Closing Employee Payments means all Accrued and Payable Bonuses and all payments triggered by or due as a result of the Merger 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 condition) in connection with, and other obligations arising out of, any management, employment, retention, bonus, change in control, vesting acceleration or severance arrangements with directors, employees or consultants of the Company or any Affiliate of the Company (including the Operating Subsidiary) or that are otherwise outside of the Ordinary Course of Business; provided, however, that the issuance of any of the New RSUs in accordance with Section 5.11 hereof shall not be deemed to be a Closing Employee Payment. Any Closing Employee Payments that (i) remain unpaid by the Company or such Affiliate of the Company as of the Closing and (ii) have not been set forth on the Closing Employee Payments Certificate are collectively referred to as “Indemnifiable Closing Employee Payments” and shall constitute “Damages” for purposes of Article 9, without regard to the Basket.
Sample 1
Closing Employee Payments means, without duplication, all payments and other obligations (a) triggered by or due as a result of the First Merger whether made at or prior to the First Effective Time or due as of the First Effective Time but to be made following the First Effective Time (whether or not subject to vesting or any other condition) arising out of or due as a result of any Company Employee Agreement and (b) as of the First Effective Time, related to any accrued payroll, accrued time off or vacation, accrued bonuses or sales commissions.
Sample 1

Examples of Closing Employee Payments in a sentence

  • Any severance costs arising out of termination of any Non-Continuing Employee who Parent decides not to extend an offer of employment to, contrary to the good faith advice of the Company, shall be borne by Parent and shall not constitute Closing Employee Payments.

  • Parent shall have received the Closing Employee Payments Certificate from the Company, provided, however, that such receipt shall not be deemed to be an agreement by Parent that the Closing Employee Payments Certificate is accurate and shall not diminish Parent’s remedies hereunder to be indemnified for Indemnifiable Closing Employee Payments.

  • Parent shall have received the Closing Financials Certificate from the Company, provided, however, that such receipt shall not be deemed to be an agreement by Parent that the Closing Financials Certificate is accurate and shall not affect, in any manner whatsoever, any Parent Indemnified Person’s right to indemnification pursuant to Section 9.2 if the Closing Employee Payments Certificate is not accurate.

  • At the Effective Time, Parent shall withhold the Escrow Amount from the Specified Consideration otherwise payable: (i) pursuant to Section 2.1(c) to the Non-Dissenting Stockholders, (ii) pursuant to Section 2.2(a) to the Company Optionholders and (iii) as Closing Employee Payments pursuant to the IBP and/or the Executive Agreement in connection with the Merger.

  • The Company shall prepare and deliver to Parent a draft Spreadsheet, Closing Net Working Capital Certificate, Closing Employee Payments Certificate and Closing Transaction Fees Certificate not later than three Business Days prior to the scheduled Closing Date.


More Definitions of Closing Employee Payments

Closing Employee Payments means all payments, benefits and other obligations triggered by or due 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 arrangements with current or former directors, officers, employees or consultants of any of the Acquired Companies and the employer portion of any associated employment Taxes (including any Transaction Bonus payable to Transaction Bonus Recipients pursuant to the IBP and the Executive Agreement); provided, h owever, that payments 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.
Sample 1
Closing Employee Payments means all payments, benefits and other obligations triggered by or due as a result of the Merger 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 arrangements with current or former directors, officers, employees or consultants of any of the Acquired Companies and the employer portion of any associated employment Taxes (including any separation payments payable to any Non-Continuing Employees); provided, however, that payments 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.
Sample 1
Closing Employee Payments means all payments and other obligations to Company employees and consultants triggered by or due as a result of the Merger, whether arising by law or out of any management, employment, retention, bonus, change in control or severance arrangements, other than payments and other obligations (x) arising under the Santur Corporation 2011 Incentive Plan or the Fixed Bonus Plan or (y) triggered solely as a result of the termination of Terminated Employees by the Company.
Sample 1
Closing Employee Payments has the meaning given to that term in Section 2.02(a)(v).
Sample 1
Closing Employee Payments means all payments, benefits and other obligations triggered by or due 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 arrangements with current or former directors, officers, employees or consultants of any of the Acquired Companies and the employer portion of any associated employment Taxes (including any Transaction Bonus payable to Transaction Bonus Recipients pursuant to the IBP and the Executive Agreement); provided, however, that payments 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.
Sample 1
Closing Employee Payments means those certain payments to be paid at the Closing to the employees and in the individual amounts set forth on Schedule 1.1(c), which Schedule 1.1(c) shall be delivered by the Company to Buyer no later than five (5) Business Days prior to the Closing.
Sample 1

Related to Closing Employee Payments

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

  • 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.

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

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

  • 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.

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

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

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

  • Hired Employees has the meaning set forth in Section 6.1(a).

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

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

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

  • Continuing Employees shall have the meaning set forth in Section 6.9(a).

  • Excluded Employees has the meaning set forth in Section 2.5(a)(iv).

  • 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;

  • Retained Employees has the meaning set forth in Section 6.1.1.

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • 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.

  • 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.

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

  • Seller Employees shall have the meaning ascribed thereto in Section 7.4(a) hereof.

  • 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;

  • 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.

  • Company Benefit Plans has the meaning set forth in Section 3.16(a).