Unpaid Change in Control Payments definition

Unpaid Change in Control Payments means the aggregate amount of Change in Control Payments, in all cases whether due prior to, on, or after the Closing, that are unpaid as of 11:59 P.M. Pacific Time on the day before the Closing.
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Unpaid Change in Control Payments has the meaning given in Schedule 4;
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Unpaid Change in Control Payments payments that any Specialty Entity is contractually obliged to make as a result of Completion (i) to any Employees or Consultant pursuant to the terms of any Specialty Entity Benefit Plan (ii) pursuant to the express terms of the Third Party Terminating Contracts, in the case of (i) and (ii) that remain unpaid as of the Relevant Time (such Unpaid Change in Control Payments to be reduced by the amount of such payments as equals any Service Tax chargeable in respect of the matters giving rise to those payments which are recoverable (whether by way of credit or refund and whether by Group Company or by any member of the fiscal group of which it is a member) but only to the extent such amounts are actually recovered;
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Examples of Unpaid Change in Control Payments in a sentence

  • Acquiror shall cause any Unpaid Change in Control Payments to be paid in accordance with the underlying agreements relating thereto, in each case, which are in effect on the Agreement Date and made available to Acquiror.


More Definitions of Unpaid Change in Control Payments

Unpaid Change in Control Payments means all Change in Control Payments that have not been paid by or on behalf of the Company or any of its Subsidiaries prior to, or concurrently with, the Closing.
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Related to Unpaid Change in Control Payments

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • Change in Control Payment shall have the meaning stated in Section 6.4 hereof.

  • Change of Control Payments means all change of control, bonus or other similar payments that are payable by the Company Group to any Person in conjunction with the consummation of the transactions contemplated hereby, together with any employer-paid portion of any employment and payroll taxes related thereto.

  • Change of Control Payment has the meaning set forth in Section 4.01(b).

  • Change of Control Payment Date has the meaning provided in Section 4.15.

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

  • Severance Amount means:

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change of Control Price means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change in Control Benefits means the following benefits:

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Change in Control Benefit means the benefit described in Section 2.4.

  • Swap Termination Payments shall have the meaning set forth in each Swap Agreement.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Termination Payments means any payment or distribution of Compensation or benefits made pursuant to Section 4.1(a)-(c) of this Agreement.

  • Change of Control Redemption Premium means 125%.

  • Compensation Accrued at Termination means the following: