Closing Bonus Payments Sample Clauses
POPULAR SAMPLE Copied 3 times
Closing Bonus Payments. As soon as practicable after the Closing Date, the Surviving Corporation shall pay all payments that are payable by the Company to any of its employees as a result of the transactions contemplated by this Agreement, which payments shall be made by check and shall be net of applicable Federal and state withholding taxes. In connection with the payments described in the preceding sentence, the Surviving Corporation will incur additional expenses, including, without limitation, payroll taxes payable by the Company with respect to such payments. Notwithstanding anything contained herein to the contrary, the aggregate amount of payments made to employees and expenses incurred by the Surviving Corporation pursuant to this Section 10.8 shall not exceed $600,000 in the aggregate."
(vii) ANNEX I to the Merger Agreement is hereby amended by deleting "Section 1.2(a)" and inserting in lieu thereof "Section 2.1(a)" at the end of each of the following definitions: (A) Maximum Closing Merger Consideration; (B) Merger Share Additional Amount(s); (C) Merger Share Number; (D) Per Allocated Share Additional Amount; (E) Per Allocated Share Closing Amount; (F) Per Merger Share Additional Amount; (G) Per Merger Share Closing Amount; and (H)
Closing Bonus Payments. As contemplated by the calculation of “Closing Merger Consideration” and “Final Merger Consideration,” a portion of the proceeds otherwise to be received by the Equityholders at the Closing pursuant to Article I in an amount equal to the Closing Bonus Payments set forth on the Closing Bonus Payment Statement shall be delivered by the Purchaser to the Surviving Corporation at the Closing, and the Purchaser shall cause the Surviving Corporation to pay to each employee listed on the Closing Bonus Payment Statement the portion of the Closing Bonus Payments to which such employee is entitled as set forth on the Closing Bonus Payment Statement (net of any applicable withholding Taxes) through the Company’s payroll system promptly after the Closing and in any event within seven days following the Closing. The Purchaser shall similarly promptly pay to applicable employees any amounts it recovers under Section 9.02(a)(iv) to the extent not already paid.
Closing Bonus Payments. Notwithstanding anything to the contrary set forth herein, at the Closing, Buyer shall withhold from the cash amount otherwise payable to each Company Securityholder pursuant to Section 2.6(b) such Company Securityholder’s Closing Bonus Pro Rata Share of the Aggregate Closing Bonus Amount. Prior to the Closing Date, the Company’s management shall allocate individual portions of the Aggregate Closing Bonus Amount to various employees of the Company (each such allocated portion, a “Closing Bonus Amount”). The total aggregate amount of the individual Closing Bonus Amounts plus the employer side payroll taxes on such Closing Bonus Amounts will be equal to or less than the Aggregate Closing Bonus Amount. Buyer will cause the Closing Bonus Amounts to be paid to the various recipients thereof promptly following the Closing, and Buyer shall retain the portion of the Aggregate Closing Bonus Amount comprising the employer related taxes due on the Closing Bonus Amount.
Closing Bonus Payments. The Company shall be permitted to establish a bonus plan pursuant to which up to $350,000 may be paid to Company Employees at the Closing, the cost of which bonuses shall be paid by the Buyer.
Closing Bonus Payments. Parent will cause Surviving Corporation to pay to each individual listed on Exhibit L, through a Surviving Corporation payroll account, the amount set forth in the column opposite such individual's name (collectively the “Closing Bonus Payments”), less any Taxes required to be withheld pursuant to Section 1.11(h), as promptly as practicable following the Effective Time, but in no event later than December 31, 2013. Parent will transfer a portion of the Merger Consideration to a Surviving Corporation payroll account to enable Surviving Corporation to make such payments.
Closing Bonus Payments. All payments required to be made to employees of R&A pursuant to the Closing Bonus Agreements shall be paid to such employees in cash prior to the end of business on the Closing Date, and the R&A Shareholders shall in the aggregate contribute to the capital of R&A in cash such portion of the Closing Purchase Price as is required to enable R&A to make such cash payments to employees pursuant to the Closing Bonus Agreements while remaining in compliance with the closing condition set forth in Section 6.7 hereof (with the capital contribution required to be made by each R&A Shareholder being in proportion to such R&A Shareholder's respective portion of the aggregate Closing Purchase Price paid to the R&A Shareholders at the Closing). All payments made to employees of R&A pursuant to the Closing Bonus Agreements shall, for all purposes (including without limitation the filing of all Tax Returns), be deemed by the parties hereto (and the Acquirer so covenants and agrees) as having been paid to such employees as of immediately prior to the Closing and in respect of past services provided to R&A by such employees, and the parties hereto agree to treat such payments in all respects as having been so made in respect of past services and as having been made while R&A was an S corporation (and the R&A Shareholders therefore shall be entitled to any deductions arising in connection with such payments). Prior to making the payments required to be made pursuant to the Closing Bonus Agreement, R&A shall provide the Acquirer with reasonable notice with respect to the amounts intended to be withheld by R&A from the gross amount of such payments pursuant to applicable Tax laws, and shall reflect the reasonable comments of the Acquirer with respect to the amounts actually withheld in connection with the making of such payments.