Transaction Payroll Taxes definition

Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

Examples of Transaction Payroll Taxes in a sentence

A portion of the Transaction Consideration shall be used to discharge and pay in full: (i) all Indebtedness (if any); (ii) the Seller Transaction Expenses; and (iii) the Change of Control Payments and related Transaction Payroll Taxes, in each case as provided in Section 1.5(b).

The Representative shall pay to the Surviving Corporation by wire transfer of immediately available funds no later than two (2) Business Days prior to the date of such payroll cycle (i) the aggregate amount of such requested payments, plus (ii) the aggregate Transaction Payroll Taxes to be incurred in connection with such requested payments.

Purchaser agrees that the payments of Tax refunds required pursuant to this Section 5.2(c) will not be reduced by any Transaction Payroll Taxes.

For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses, and Third Party Expenses shall not include Taxes (other than Transaction Payroll Taxes associated with amounts paid on or about the Closing Date).

The Representative shall also use the funds held in the Representative Holdback Account to pay any amounts required to be paid by or on behalf of the Company or the Stockholders, including amounts payable pursuant to Section 2.5(d), Section 8.2(a), Section 9.1(a), Section 9.1(b), Section 9.3(a) or Section 9.6, as well as amounts payable to Phantom Plan Recipients pursuant to Section 2.7 (including the related Transaction Payroll Taxes).


More Definitions of Transaction Payroll Taxes

Transaction Payroll Taxes means the employer portion of payroll or other employment Taxes incurred in connection with any bonuses, option cashouts or other compensatory payments made in connection with the transactions contemplated by this Agreement (including payments with respect to Restricted Stock), in each case, that become payable on or around the Closing Date, whether payable by Parent, the Company or any of its Subsidiaries. For avoidance of doubt, Transaction Payroll Taxes shall not include any payroll or other employment Taxes incurred in connection with payments made pursuant to Section 1.9(f)(i) or releases from the Escrow Fund or SR Expense Fund to Escrow Equity Holders.
Transaction Payroll Taxes means the employer portion of any payroll and employment Taxes (including social security, Medicare, and unemployment) that Seller incurs with respect to the Change of Control Payments.
Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any accelerated vesting of Incentive Units, option exercises, option cash-outs, bonuses, or other compensatory payments made in connection with the transactions contemplated by this Agreement on or about or prior to the Closing Date.
Transaction Payroll Taxes means the employer portion of any employment, social security, payroll or similar Taxes with respect to bonuses, severance or other compensatory payments made in connection with the transactions contemplated by this Agreement that accrue on or prior to the Closing Date (including the cash-out, vesting, settlement or exercise of restricted stock, restricted stock units, or options), but only to the extent the deduction for such payments accrues for federal income Tax purposes on or prior to the Closing Date, and whether paid at, prior to, or following the Closing Date, and whether payable by Parent, an Acquired Entity, or any of their respective Affiliates; provided that Transaction Payroll Taxes shall not include any such Taxes associated with the post-closing cash-out, vesting, settlement, or exercise of New Restricted Stock Units or Assumed Options.