Payroll Agent definition
Examples of Payroll Agent in a sentence
To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent, the Surviving Corporation, the Paying Agent or the Payroll Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made by Parent, the Surviving Corporation, the Paying Agent or the Payroll Agent.
To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent, Acquisition Sub, the Surviving Corporation, the Paying Agent or the Payroll Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made by Parent, Acquisition Sub, the Surviving Corporation, the Paying Agent or the Payroll Agent.
Parent shall cause the Surviving Corporation to pay through the Payroll Agent the applicable Option Payments and RSU Payments, if any, to the holders of Company Options and RSUs, in each case, subject to Section 2.05.
The Company agrees to provide the Trustee with direct access to the Company's payroll policies, practices and systems as maintained by the Company and by the Payroll Agent, as in effect from time to time.
In addition, the Company shall prepay to the Payroll Agent the Payroll Agent's fees and expenses for providing the services specified in ARTICLES V and VI above.
By no later than Wednesday of each week, the Company shall provide the Trustee with a notice of all direct payments made by the Company to the Payroll Agent during the immediately preceding calendar week (the "WEEKLY NOTICE"), and the Trustee shall reimburse the Company in full for all amounts so paid as shown in the Weekly Notice within five (5) business days after receipt of such Weekly Notice.
The Surviving Corporation shall pay, or shall cause to be paid, through the Payroll Agent the payments required under Section 2.03(a) and Section 2.03(b) hereof (in each case, subject to Section 2.05), as promptly as practicable after the Effective Time, or at such later time as necessary to avoid a violation and/or adverse tax consequences under Section 409A of the Code.
Parent shall cause the Surviving Corporation to pay through the Payroll Agent the applicable Option Payments and RSU Payments to the holders of Company Options and RSU Awards, in each case, subject to Section 2.05, provided that payments to the former directors of the Company shall be made by the Surviving Corporation (or such other applicable person) directly.
No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default by the Company or to the Company's and the Managing Stockholders' best knowledge, by the landlord under any of such Leases.
All of the forgoing payments shall be made by wire transfer of immediately available funds, except for those payment identified in Sections 2.10(a)(v) and (vii), which shall be delivered by Parent to Payroll Agent and distributed to such recipients by the Payroll Agent in accordance with Section 2.10(c).