Estimated Change in Control Payments definition

Estimated Change in Control Payments has the meaning set forth in Section 2.3(b).
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Estimated Change in Control Payments. Section 2.8(b)(vi) “Estimated Closing Cash” Section 2.8(b)(ii) “Estimated Closing Date Balance Sheet” Section 2.8(b)(i) “Estimated Closing Date Transaction Expenses” Section 2.8(b)(iv) “Estimated Closing Indebtedness” Section 2.8(b)(v)
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Estimated Change in Control Payments mean the estimates of the Closing Indebtedness, the Selling Expenses, and the Change in Control Payments, respectively, set forth in the Closing Certificate, and “Estimated Purchase Price” means an amount equal to the Purchase Price calculated as set forth in Section 2.1, assuming for purposes of such calculation that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, that the Selling Expenses are equal to the Estimated Selling Expenses, and that the Change in Control Payments are equal to the Estimated Change in Control Payments.
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Examples of Estimated Change in Control Payments in a sentence

  • The Closing Payment shall be an amount equal to (A) Two Billion, One Hundred Fifty Million Dollars ($2,150,000,000), plus (B) the Estimated NWC Adjustment Amount, plus (C) the amount of any value added Taxes to be paid by a Company to Vitro or any of its Affiliates as a result of the Pre-Closing Transactions for remittance to the appropriate Tax Authority (with a schedule of such value added Taxes to be delivered by Vitro to Buyer prior to the Closing), minus (D) the Estimated Change in Control Payments.

  • The delivery mechanisms also vary between nations, with the exception of Leader which is an EU wide scheme, although the nature of Leader delivery is different in each nation.Options for Future ArrangementsThe future of farm and rural support payments in the UK is likely to be a major issue in the coming months and years and one which has the potential to have a very significant impact on the forestry sector.

  • The Estimated Change in Control Payments Statement pursuant to Section 6.5(b).

  • A) the Statement of Estimated Expenses; (B) the Estimated Change in Control Payments Statement; (C) the Estimated Pre-Closing Taxes Statement, (D) the Company Closing Statement and (E) the Spreadsheet, in each case are true, correct and complete and prepared consistent with the requirements of Section 6.5(b), Section 6.6 and Section 2.10, as applicable.

  • An amount equal to the unpaid Estimated Change in Control Payments payable at Closing in immediately available funds by wire transfer to the Surviving Company, for the benefit of the recipients of such payments.


More Definitions of Estimated Change in Control Payments

Estimated Change in Control Payments means the amount of Unpaid Change in Control Payments, if any, to be used for purposes of calculating the Base Purchase Price at Closing in accordance with Section 2.10(b).
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Estimated Change in Control Payments means the Company’s good faith estimate of the Change in Control Payments delivered to Parent in accordance Section 4.4(a).
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Estimated Change in Control Payments means the amount of Unpaid Change in Control Payments, if any, to be used for purposes of calculating the Base Purchase Price at Closing in accordance with Section 2.10(b). Estimated Change in Control Payments Statement” has the meaning assigned to it in Section 6.5(b). “Estimated Closing Adjustment Amount” has the meaning assigned to it in Section 2.10(b).
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Related to Estimated Change in Control Payments

  • 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 Payments means the aggregate amount of all change of control or bonus payments that are payable by the Company and its Subsidiaries to any Person solely as a result of the consummation of the Closing, together with any employer-paid portion of any employment and payroll taxes related thereto; provided, however, that in no event shall any (a) retention payments made pursuant to any Employment Agreement or (b) any severance payments made to employees who are terminated on or after the Closing Date be considered Change of Control Payments.

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

  • 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 Payment Date has the meaning provided in Section 4.15.

  • Severance Amount means:

  • Change of Control Price means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, 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 a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

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

  • Change in Control Benefits means the following benefits:

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Final compensation of a member means:

  • Parachute Value of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

  • Estimated Swap Termination Payment means, with respect to an Early Termination Date, an amount determined by Party A in good faith and in a commercially reasonable manner as the maximum payment that could be owed by Party B to Party A in respect of such Early Termination Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account then current market conditions.

  • Change in Control Benefit means the benefit described in Section 2.4.

  • Average final compensation means the average annual creditable compensation of a member during

  • 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).

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

  • Change in Control Termination means that while this Agreement is in effect:

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • parachute payments shall have the meanings assigned to them in Section 280G of the Code (or any successor provision), and such "parachute payments" shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) of the Code (or any successor provision). Within sixty days following delivery of the Notice of Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an excess parachute payment as defined in Section 280G of the Code (or any successor provision), the Executive and the Company, at the Company's expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel selected by the Company's independent auditors and acceptable to the Executive in the Executive's sole discretion, which sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments and (C) the amount and present value of any excess parachute payments without regard to the limitations of this Section 8(a)(ii). As used in this Section 8(a)(ii), the term "Base Period Income" means an amount equal to the Executive's "annualized includible compensation for the base period" as defined in Section 280G(d)(1) of the Code (or any successor provision). For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. Such opinion shall be dated as of the Termination Date and addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such opinion determines that there would be an excess parachute payment, then the Termination Payment hereunder or any other payment determined by such counsel to be includible in Total Payments shall be reduced or eliminated as specified by the Executive in writing delivered to the Company within thirty days of the Executive's receipt of such opinion or, if the Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under

  • Severance Payment means any amount paid by a board to or in behalf of a superintendent on early termination of the superinten- dent’s contract that exceeds the amount earned by the superinten- dent under the contract as of the date of termination, including any amount that exceeds the amount of earned standard salary and benefits that is paid as a condition of early termination of the con- tract. Payments to a former superintendent who remains employed by a district in another capacity or contracts with a district to pro- vide the district services may be severance payments in whole or in part if the payments are compensation for the early termination of a prior employment agreement. Severance payments include any payment for actual or threatened litigation involving or related to the employment contract. Education Code 11.201(c); 19 TAC 105.1021(a)(1)

  • Special compensation means payment to an adult foster care facility to ensure the provision of a specialized program in addition to the basic payment for adult foster care. Special compensation does not include payment received directly from the Medicaid program for personal care services for a resident, or payment received under the supplemental security income program.