Transaction Payroll Tax definition

Transaction Payroll Tax means all employer portion payroll or employment Taxes incurred in connection with any option cashouts or other compensatory payments in connection with the transactions that are made before or substantially contemporaneously with or shortly after the Closing.
Sample 1
Transaction Payroll Tax means, with respect to any Change of Control Payments, the employer portion of any payroll Taxes or national insurance contributions payable as a result of the payment of such Change of Control Payment. “Transaction Documents” means the Agreement, the Escrow Agreement and any other documents contemplated therein. “Transaction Proposal” means any inquiry, proposal or offer from any Person relating to, or that would reasonably be expected to lead to, any (i) direct or indirect acquisition or sale of substantial assets of the Company, (ii) transaction which would result in a change in the capitalization of the Company as of the date hereof, including any sale or issuance of any Company Capital Stock to any Person, (iii) license or grant of rights to any third party for any of the Company Intellectual Property or (iv) direct or indirect acquisition or sale of any Company Capital Stock (whether through a share purchase, merger, consolidation, business combination, recapitalization or similar transaction involving the Company), in each case other than the Transactions. “Transactions” means the Acquisition and the other transactions contemplated by this Agreement and the Transaction Documents. “Transfer Agent” means Equiniti Trust Company. 30
Sample 1
Transaction Payroll Tax means the employer portion of any social security, Medicare, unemployment or other employment or payroll Tax or similar amount owed by the Company or any of its Subsidiaries as a result of (a) the treatment of Company Options pursuant to Section 2.9 and (b) any other payments of compensation for services in connection with the transactions contemplated by this Agreement, in each case of (a) and (b), to the extent such payroll taxes would be due and payable prior to, at or substantially contemporaneous with, or as a result of, the Closing, other than the employer portion of payroll taxes due as a result of payments from actions taken pursuant to a written agreement between Parent and a Continuing Employee (or between the Company and a Continuing Employee if Parent consented to such agreement in writing), that are due, in the case of termination of employment or a services engagement, on payments resulting from actions taken by or at the written direction of Parent or that are included in the calculation of amounts payable to holders of Eligible Options pursuant to Section 2.9.
Sample 1

Related to Transaction Payroll Tax

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Payroll Taxes means State Unemployment Insurance (“SUI”), Federal Unemployment Insurance (“FUI”) and payments pursuant to the Federal Insurance Contributions Act (“FICA”).

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • MUNICIPAL TAXABLE INCOME means the following:

  • Input Tax Credit means the credit of input tax;

  • Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • central tax means the central goods and services tax levied under section 9 of the Central Goods and Services Tax Act;

  • Tax Law means the law of any governmental entity or political subdivision thereof relating to any Tax.

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • Federal Tax means any Tax imposed under Subtitle A of the Code.

  • Volumetric Production Payments means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • input tax , in relation to a vendor, means—

  • Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

  • Gross receipts tax means any gross receipts, sales, use, excise, value added or any similar tax.

  • child tax credit means a child tax credit under section 8 of the Tax Credits Act 2002;

  • Transaction Deductions means all Tax deductions available to any Group Company, to the extent permitted by applicable Law, as a result of or in connection with the repayment of Indebtedness, the payment of Group Company Transaction Expenses and payments of amounts that would have been Group Company Transaction Expenses but for the fact that they were paid prior to the Closing, and the payment of any fees or other costs and expenses associated with the transactions contemplated by this Agreement, in each case that are economically borne by Seller.

  • Special Tax means the special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement.

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Taxable Wage Base means, with respect to any Plan Year, the contribution and benefit base under Section 230 of the Social Security Act at the beginning of such Plan Year.

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.