Transaction Payroll Taxes definition

Transaction Payroll Taxes means the employer portion of any payroll or similar Taxes, including employment insurance contributions and premiums incurred by the Company prior to the Closing in connection with any bonuses, retention, change-in-control or similar payments in connection with the Transactions.

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Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cashouts or other compensatory payments in connection with the transactions contemplated by this Agreement.

Transaction Payroll Taxes means any employment or payroll Taxes with respect to any Change in Control Payments or other bonuses or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Acquiror or the Company. For avoidance of doubt, “Transaction Payroll Taxes” will include any of the foregoing Taxes payable with respect to Employee Compensation Expenses and Pledge Payments.

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).
Transaction Payroll Taxes shall be calculated as of December 20, 2021.
Any additional Transaction Payroll Taxes resulting from the Closing occurring after such date shall have no impact on the Merger Consideration.
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).
The parties acknowledge and agree that the Transaction Payroll Taxes related to the payment of the Earnout Consideration shall be borne and paid exclusively by the Surviving Corporation.

More Definitions of Transaction Payroll Taxes

Transaction Payroll Taxes means the employer portion of any payroll, employment or similar Taxes incurred with respect to any bonuses, severance, exercises or cash-outs of options or other compensatory payments made in connection with the transactions contemplated by this Agreement, whether payable by the Parent, the Company or their Affiliates.

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 employment or payroll Taxes with respect to any bonuses, severance (other than the Non-Continuing Employee Severance Amount), option cashouts or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries, other than the New RSUs granted pursuant to Section 8.13(b) and the Retention Plan to certain Continuing Employees pursuant to Section ‎8.15(c).

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

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 employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.