Transaction Bonuses. The Sellers shall, or shall cause one or more of their Affiliates to, pay any earned Transaction Bonuses to the applicable Transferred Employees through a Seller’s or its Affiliate’s payroll system, subject to any required withholding for applicable Taxes, as and when such Transaction Bonuses become due and payable in accordance with their terms following the Closing. In order to facilitate the payment of such Transaction Bonuses, no later than five (5) Business Days prior to the applicable payment date(s), the Buyer shall, or shall cause one of its Affiliates to, deliver to the Sellers (together with any other information reasonably requested by Sellers that is necessary to determine whether such Transaction Bonuses have become payable) a list of the Transferred Employees who have remained in employment with the Buyer or an Affiliate thereof through the applicable retention date and are eligible to receive Transaction Bonuses (to the extent that such Transaction Bonuses otherwise become earned and payable to the Transferred Employees pursuant to their terms).
Transaction Bonuses. In addition to the base salary provided for in Section 3.1 and the Signing Bonus, the Company shall pay to the Executive one or more transaction bonuses (each, a "Transaction Bonus") in accordance with the provisions of this Section 3.3.
Transaction Bonuses. There are no transaction bonuses or other amounts payable by the Company to any Employee or officer of the Company, consultant to the Company, Seller, or other Person providing services to the Company at or after the Closing in connection with the transactions contemplated by this Agreement, nor will the Closing cause the acceleration of the time of payment or vesting of any payments or bonuses.
Transaction Bonuses. The Parties hereto agree that payment of the Transaction Bonuses contemplated in Sections 6.12(b) and 6.18 of the Stock Purchase Agreement, and the corresponding determination of reductions in the Purchase Price and Closing Cash Payment pursuant to Section 1.02(a) of the Stock Purchase Agreement, if applicable, shall be treated as follows, and Section 6.18 of the Stock Purchase Agreement will be deemed amended accordingly in connection with these provisions:
Transaction Bonuses. As of the Closing, Buyer or the Group Companies shall assume and honor, or Buyer shall cause its Affiliates to assume and honor, in accordance with their terms, the obligation to pay the Business Employees the second installment of the transaction bonuses listed under the heading “Transaction Bonuses” on Schedule 5.23 within six (6) months from the Closing Date.
Transaction Bonuses. (a)The Seller shall procure that the Transaction Bonuses (net of applicable PAYE, national insurance contributions and other applicable payroll taxes) are paid by the relevant members of the Target Group on or before Closing. Within two (2) Business Days after the Closing Date, Seller shall deliver to US Buyer written confirmation that (i) an amount equal to the Transaction Bonuses and (ii) an amount equal to any secondary National Insurance Contributions (or any equivalent social security contributions in any jurisdiction other than the UK) for which the relevant member of the Target Group is required to account in respect of the payment of such Transaction Bonuses, have been, except in relation to payments by SFC, wired in immediately available funds to the bank accounts of the relevant members of the Target Group and in the case of SFC that sufficient cash was available at SFC to make such payments.
Transaction Bonuses. With respect to any payments due under the change of control bonus letters referenced on Schedule 5.10 (the “Transaction Bonus Agreements”), the parties acknowledge that the initial payment due under such Bonus Agreements (the “Initial Payment”) shall be paid by the respective Company immediately prior to Closing (the “Initial Payment Date”), and on or prior to such Initial Payment Date Sellers shall pay to each applicable Company the respective amount of such Initial Payment less any cash remaining in the Companies at Closing. The obligation to pay the remaining installment under the Bonus Agreements shall be paid by Sellers and such obligation is hereby assigned to Sellers effective immediately following payment of the Initial Payment.
Transaction Bonuses. As promptly as reasonably possible after December 31, 2023, but in any event no later than January 31, 2024, Purchaser shall cause the Companies to pay to each Transaction Bonus recipient through the Companies’ payroll system the amount of the Transaction Bonus designated on Schedule 4.11(g) who has satisfied the condition for receipt of a Transaction Bonus, net of (a) the employer’s share of any payroll Taxes associated with such Transaction Bonus, and (b) any withholding required with respect to such Transaction Bonus for the Transaction Bonus recipient’s income Taxes and the Transaction Bonus recipient’s share of any payroll Taxes associated with such Transaction Bonus. For all purposes under this Agreement, any Tax deduction available to the Companies in connection with the Transaction Bonuses shall be deemed recognized in a Tax period ending on or prior to the Closing Date or, in the case of any applicable Tax period which includes (but does not end on) the Closing Date, the portion of such period ending on the Closing Date. The aggregate amount of Transaction Bonuses that are forfeited because of the failure of one or more Transaction Bonus recipients to satisfy the condition for receipt of his or her Transaction Bonus, and the employer’s share of any payroll Taxes associated with such Transaction Bonus, shall be paid by the Companies to the Seller Representative (on behalf of Sellers in accordance with each Seller’s Pro-Rata Share).
Transaction Bonuses. Seller shall be responsible for, and shall pay, or cause to be paid, at the Closing, the full amount of any and all bonuses payable to any Company Group Employee solely as result of the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, Buyer shall be responsible for the ARG 2011 Bonus Plan Retention Guaranty.
Transaction Bonuses. On or before the fifth business day following the Closing, the Company shall pay, and Parent agrees to cause the Company to pay, to each person identified on Part 6.14 of the Company Disclosure Schedule (the "BONUS RECIPIENTS") the Transaction Bonuses specified on such Schedule, net of appropriate deductions for federal and state withholding taxes, in the aggregate amount, before deduction for taxes, of $5,064,866. Each such Transaction Bonus shall consist of fifty percent cash and fifty percent, in the sole discretion of Parent, in the form of cash or in shares of Parent Common Stock, which shares shall be valued at $2.80 per share; provided, that in the event that Parent, in its reasonable judgment, exercised in good faith, determines that any Bonus Recipient is not an "accredited investor" as to Parent within the meaning of Rule 501(a) under the Securities Act, or is otherwise ineligible to acquire shares of Parent Common Stock in a private placement pursuant to Rule 506 under the Securities Act (an "INELIGIBLE RECIPIENT"), the Transaction Bonus payable to such Ineligible Recipient shall be paid entirely in the form of cash; and further provided that the recipient of any such Parent Common Stock shall, as a condition to receiving such shares of Parent Common Stock, agree in writing to be bound by the terms of Sections 6.1 and 6.2 hereof.
