Transaction Bonus Payments definition

Transaction Bonus Payments means the bonus and other compensatory payments that become payable by the Company solely as a result of the consummation of the Contemplated Transactions, as set forth on Schedule 1.2(c).

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Transaction Bonus Payments means, collectively, any payments payable by the Company or AG LLC, whether before, on, or after the Closing Date, pursuant to each of the Contracts set forth on Schedule 1.1(c) (as they may be amended from time to time as permitted hereunder) upon a “Change of Control” (as such term is defined therein), including, any “Salary Termination Payment” (as such term is defined therein) and any “LTI Payment” (as such term is defined therein).

Transaction Bonus Payments means any payments that become due and payable to the employees of the Acquired Companies identified on Section 6.09 of the Disclosure Schedule as a result of or in connection with the Acquisition.

Examples of Transaction Bonus Payments in a sentence

The Estimated Closing Balance Sheet, Estimated Company Indebtedness, Estimated Transaction Bonus Payments, Estimated Transaction Expenses, Estimated Working Capital Amount and Estimated Cash on Hand Amount set forth in the Estimated Closing Statement shall be conclusive for purposes of the calculation of the Purchase Price payable at the Closing, but shall be subject to adjustment after the Closing pursuant to this Section 2.5.
Except as otherwise agreed in writing by the Company and the Acquiror prior to the Closing, at the Closing, Acquiror shall pay, or cause to be paid, on behalf of the Company and its Subsidiaries, all obligations in respect of the Transaction Bonus Payments.
Promptly following the Closing, Buyer shall cause the Company to pay the Transaction Bonus Payments to the individuals indicated on the Estimated Closing Statement in the amounts set forth on the Estimated Closing Statement, in each case with such payments to be made on the Closing Date and otherwise in accordance with the terms of the agreements related to such Transaction Bonus Payments.
In the event that any amounts not paid to Stockholders at Closing pursuant to Section 1.4(a)(ii) in anticipation of Transaction Bonus Payments are not paid to Bonus Recipients as a result of the terms of the applicable Transaction Bonus Agreements, Parent shall be fully entitled to retain all of such payments for its own account.
Additionally, any obligation of the Company to make any Transaction Bonus Payments listed on Schedule 1.8 shall not be included as Current Liabilities for purposes of determining Closing Working Capital; nor shall Buyer’s assumption of the obligation to pay the Transaction Bonus Payments, the Company Expenses, the Change of Control Payments or the repayment of the Company Closing Indebtedness be deemed Current Assets for purposes of determining Closing Working Capital.

More Definitions of Transaction Bonus Payments

Transaction Bonus Payments means the amounts payable in connection with the Closing pursuant to the agreements or arrangements listed or described on Schedule 1.1(b) of the Company Disclosure Letter.

Transaction Bonus Payments means the transaction bonus or change of control amounts payable and due upon consummation of the Merger (without a requirement of employment termination) in respect of any employees or officers of the Company or any of its Subsidiaries (whether paid to such employees or officers or deposited into the Escrow Fund in respect of such employees or officers) as set forth on Schedule IV , as such Schedule may be amended prior to Closing by the Escrow Fund Recipient Agent.

Transaction Bonus Payments means all payment obligations of the Acquired Companies under severance plans, bonus plans, employee change of control or retention arrangements, in each case payable solely as a result of the consummation of the Transactions. For the avoidance of doubt, Transaction Bonus Payments shall not include any obligations of the Acquired Companies under severance plans, bonus plans, or employee change of control or retention arrangements, in each case payable by reason of an event that occurs following the consummation of the Transactions (e.g., a termination of employment).

Transaction Bonus Payments has the meaning set forth in the definition of Holdback Amount.

Transaction Bonus Payments means the sale, transaction bonuses, change of control, retention, incentive, severance, phantom equity, incentive or deferred compensation payments or similar payments or obligations that are to become payable by the Acquired Companies in connection with the consummation of the transactions contemplated by this Agreement, together with the employer portion of any applicable FICA, state, local or foreign withholding, payroll, social security, unemployment or similar Taxes due with respect to any such payments and calculated as if all such amounts were paid on the Closing Date, excluding any such severance payments or obligations that would become payable as a result of a termination by Purchaser or its Affiliates (including the Acquired Companies after the Closing Date); provided, however, that “Transaction Bonus Payments” shall not include any amount included within Closing Indebtedness or any Transaction Expenses, or any Excluded Items.

Transaction Bonus Payments means the transaction bonus or change of control amounts payable and due upon consummation of the Merger (without a requirement of employment termination) in respect of any employees or officers of the Company or any of its Subsidiaries (whether paid to such employees or officers or deposited into the Escrow Fund in respect of such employees or officers) as set forth on Schedule IV, as such Schedule may be amended prior to Closing by the Escrow Fund Recipient Agent.

Transaction Bonus Payments means (a) the amount of the change of control bonus payment payable to the Company's CEO, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as a result of the consummation of the transactions contemplated by this Agreement, pursuant to that certain Employment Agreement, dated October 5, 2009, between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as amended January 20, 2010, February 14, 2011 and August 24, 2011, plus (b) the amount of the change of control bonus payment payable to the Company's director, ▇▇▇▇ ▇▇▇▇, as a result of the consummation of the transactions contemplated by this Agreement, under the transaction bonus award approved by the Company's board of directors on August 24, 2011.