Company Closing Bonuses definition

Company Closing Bonuses means all obligations of any Acquired Company in respect of severance, change of control payments, stay bonuses, retention bonuses, transaction bonuses and other similar payments in the case of each of the foregoing, to the extent due or arising (either alone or in combination with any other event) as a result of the Contemplated Transactions.
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Company Closing Bonuses means the aggregate amount of bonuses that will be paid or owed at the Closing, as a result of the consummation of the Share Sale, by any Latisys Company as W-2 wages through a payroll distribution to certain Business Employees in the amounts set forth on a schedule to be delivered by the Companies to Purchaser prior to the Closing Date.
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Company Closing Bonuses means all obligations of any Acquired Company in respect of severance, change of control payments (including in respect of phantom equity awards), stay bonuses, retention bonuses, transaction bonuses and other similar payments under the terms of any employment agreement, plan or other agreement or arrangement, in the case of each of the foregoing, to the extent payment thereof becomes due or arises and becomes payable, whether prior to, at or after the Effective Time, solely as a result of the consummation of the Merger (and not in combination with any other Event), not including the Management Bonuses; provided, however, that any severance, change of control payments (including in respect of phantom equity awards), stay bonuses, retention bonuses, transaction bonuses and other similar payments payable to any Continuing Employee following the Effective Time (other than solely as a result of the consummation of the Merger) under the terms of any employment agreement, plan or other agreement or arrangement provided by an Acquired Company, the Surviving Corporation or Parent shall not be treated as Company Closing Bonuses; and provided further that Company Closing Bonuses specifically include only the bonuses provided under the Stay Bonus Letter Agreements described on Section 6.2(b)(ii) (or any other Section) of the Company Disclosure Letter.
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Examples of Company Closing Bonuses in a sentence

  • Except for agreements to pay Company Closing Bonuses that are disclosed on Schedule 4.22 of the Disclosure Schedules, neither Seller shall enter into any Contract with any Business Employee or contractor to the Company to pay any consideration to any such Person in respect of the transactions contemplated by this Agreement.


More Definitions of Company Closing Bonuses

Company Closing Bonuses means all obligations of any Acquired Company in respect of severance, change of control payments (including in respect of phantom equity awards), stay bonuses, retention bonuses, transaction bonuses and other similar payments under the terms of any employment agreement, plan or other agreement or arrangement, in the case of each of the foregoing, to the extent payment thereof becomes due or arises and becomes payable, whether prior to, at or after the Effective Time, solely as a result of the consummation of the Merger (and not in combination with any other Event); provided, however, that any severance, change of control payments (including in respect of phantom equity awards), stay bonuses, retention bonuses, transaction bonuses and other similar payments payable to any Continuing Employee following the Effective Time (other than solely as a result of the consummation of the Merger) under the terms of any employment agreement, plan or other agreement or arrangement provided by an Acquired Company, the Surviving Corporation or Parent shall not be treated as Company Closing Bonuses; and provided further that Company Closing Bonuses specifically include the bonuses provided under Stay Bonus Letter Agreements described on Section 6.2(b)(ii) (or any other Section) of the Company Disclosure Letter.
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Company Closing Bonuses means the amounts that will be paid in cash immediately following the Closing by the Company and/or any of its Subsidiaries as W-2 wages through a payroll distribution to certain Business Employees in accordance with the terms set forth in the Sale Participation Plan attached hereto as Annex B, in the estimated amounts set forth on a schedule to be delivered by the Company to Purchaser and the Stockholder Representative no fewer than twenty (20) Business Days prior to the Closing Date, which schedule and estimates shall be updated by the delivery of the Merger Consideration Disbursement Schedule delivered pursuant to Section 3.3(b).
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Related to Company Closing Bonuses

  • Transaction Bonuses means any transaction bonuses payable by the Sellers or their Affiliates on or after the Closing to the Transferred Employees.

  • Company Equity Awards means the Company Options and the Company RSUs.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).

  • Company Cash means all cash and cash equivalents of the Company (including marketable securities and short-term investments), in each case determined in accordance with GAAP.

  • Bonus Amount means the greater of (i) the average annual incentive bonus earned by Executive from the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive’s Date of Termination (annualized in the event Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive’s target annual incentive bonus for the year in which the Date of Termination occurs.

  • Company Equity Plans means the Company’s 1994 Stock Option Plan, 1998 Stock Option Plan, 2000 Stock Option Plan, 2003 Equity Incentive Plan and 2005 Equity Incentive Plan, each as may be amended from time to time, and any stock option agreements, award notices, stock purchase agreements or other agreements or instruments executed and delivered pursuant thereto.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Earned Bonus means the bonus paid, if any, pursuant to the Company’s incentive compensation plans in effect from time to time. Earned Bonus shall be prorated based on the ratio of the number of days during such year that Executive was employed to 365.

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

  • Bonus Payments means that portion of the bonus payments received by the

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Cash Bonus means an award of a bonus payable in cash pursuant to Section 10 hereof.

  • Equity Awards means any stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock or other equity based awards granted by the Company to the Executive.

  • Public Company Costs means, as to any Person, costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act and the Exchange Act or any other comparable body of laws, rules or regulations, as companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to enhanced accounting functions and investor relations, stockholder meetings and reports to stockholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, listing fees and other transaction costs, in each case to the extent arising solely by virtue of the listing of such Person’s equity securities on a national securities exchange or issuance of public debt securities.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Retention Bonus means the amount equal to:

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

  • Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

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

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Bonuses means current cash compensation over and above Base Salary whether awarded under the Company’s Incentive Compensation Plan or otherwise awarded.

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

  • Bonus Payment means a cash payment in an amount equal to the sum of (i) all Excise Taxes payable by the Executive, plus (ii) all additional Excise Taxes and federal or state income taxes to the extent such taxes are imposed in respect of the Bonus Payment, such that the Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating any income taxes attributable to the Bonus Payment, the Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Bonus Payment and the Executive are subject. An example of the calculation of the Bonus Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and the Executive is not subject to state income taxes. Further assume that the Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Bonus Payment is thus computed to be $100,000, i.e., the Bonus Payment of $100,000, less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.