Transaction Payments Sample Clauses

Transaction Payments. At the Settlement, current and former Company Service Providers who are entitled to a Transaction Payment pursuant to the terms of an applicable employment agreement, shall have the right to receive an amount, in cash, without interest, equal to their respective Transaction Payments, subject to and in accordance with the terms of their respective employment agreements.

Transaction Payments. (a) Within [***] before or after the signing of any transaction that will (or could) give rise to any [***] payment in excess of [***] Dollars ($[***]) (a “Qualifying Transaction”), Licensee will notify Aerpio of such Qualifying Transaction and provide Aerpio under confidentiality with (i) documentation regarding the nature and amount of any Transaction Payments, including any upfront payments, (ii) Licensee’s good faith calculation of the amount and projected payment dates of those Transaction Payments, (iii) a calculation of [***] of the Transaction Payments (including the projected payment dates), with the only reductions allowed from such [***] as permitted by Sections 1.51 and 6.4(d), or for taxes pursuant to Section 6.5(e), in each case if applicable (such [***] of those Transaction Payments, the “[***]”), (iv) the expected date of the signing of such transaction, or if the signing has already occurred, the expected closing of such transaction, and (v) notification of whether Licensee is exercising its option pursuant to Section 6.4(b). (b) For any Qualifying Transaction, Licensee shall have the option in its sole discretion to pay Aerpio the greater of (1) [***] Dollars ($[***]) or (2) the [***] of any upfront Transaction Payment, within [***] days after closing the Qualifying Transaction (or such earlier or later date when such upfront Transaction Payment is received (directly or indirectly) by or on behalf of Licensee, its Affiliates, or equity or other security holders (or former equity or other security holders) of Licensee or any of its Affiliates), and Aerpio will no longer be paid any amounts under Sections 6.2 and 6.3 accruing after the notification is provided to Aerpio pursuant to Section 6.4(a), subject to such Qualifying Transaction closing and (i) Licensee providing to Aerpio all of the final documentation regarding such transaction, (ii) Aerpio receiving all of the [***] for such Qualifying Transaction (but subject to and based upon the last sentence of this Section 6.4(b)), and (iii) if applicable, the Parties compliance with Section 6.4(d). To the extent the actual upfront Transaction Payment for such transaction is less than [***] Dollars ($[***]), the portion of such [***] Dollars ($[***]) payment that is in excess of the [***] of such upfront Transaction Payment shall be creditable against any future [***] payments arising from any future Transaction Payments received (directly or indirectly) by or on behalf of Licensee, its Affil...

Transaction Payments. Seller shall be responsible for all retention payments and all change of control and sale bonus amounts, in each case, granted prior to Closing as authorized by Seller and payable by the Seller, the Retained Subsidiaries, or the Purchased Subsidiaries to any Transferred Employee, employees, or consultants that are triggered or made payable as a result of the transactions contemplated in this Agreement, whether payments are to be made prior to, on, or after the Closing, and all employer Taxes related thereto (any such amount, a “Transaction Bonus”). Seller and its Affiliates agree to honor the terms and conditions of any retention agreements with the Business Employees put in place by Seller or its Affiliates prior to the Closing.

Transaction Payments. (a) By the execution and delivery of this Agreement and the execution of a separate Assumption Agreement between the Company and the Seller dated as of June 9, 2005, in each case prior to the transfer of the Shares to the Buyer, the Company hereby and thereby declares and confirms (and shall take any other steps required to confirm) its obligations to pay certain employee bonuses and other compensation amounts as a result of the transactions contemplated by this Agreement to the recipients and in the amounts identified in the last two columns in the table on Schedule 4.26 (the “Employee Obligations”). The amount of the Employee Obligations plus 1.95% thereof is equal to the Transaction Payments. (b) Pursuant to Section 1.2(b)(ii) above, at the Closing, the Buyer will contribute $1,225,157.67 to the Company by way of loan or contribution to share capital (as a reduction against the Closing Payment as set forth in Section 1.1), such amount being equal to the aggregate of the Employee Obligations and the liability of the Company under the Employer Health Tax Act (Ontario) arising from its payment of the Employee Obligations (the “Transaction Payments”). At or promptly after the Closing (and in no event later than the Company’s next regular payroll date after the date hereof), the Company shall (and the Buyer shall cause the Company to) pay amounts equal in the aggregate to the Employee Obligations, net of withholdings for employee (but not employer) income or other payroll Taxes, which the Buyer shall cause to be remitted forthwith to the appropriate governmental authorities, to those individuals so entitled, with reference to the amounts set forth in the last two columns of the table attached to Schedule 4.26, in satisfaction of the Employee Obligations. In addition, the Company shall (and the Buyer shall cause the Company to) remit, to the appropriate governmental or other authority in accordance with applicable law, all employer payroll Taxes with respect to the Employee Obligations. The Buyer and the Company acknowledge and agree that the Transaction Payments shall include an amount sufficient to allow the Company to satisfy the Employee Obligations and its obligations under the Employer Health Tax Act (Ontario) with respect to the Employee Obligations, but shall exclude any other amounts, including any amount required to satisfy the Company’s employer obligations for Canada pension plan and employment insurance obligations with respect to the Employee Ob...

Transaction Payments. No employee, officer, worker or consultant will be entitled by reason of the transactions contemplated herein to any one-off payment or similar, or to terminate his service in the FrenchCo Business on other than his normal contractual terms and, to the Knowledge of Smithfield, no executive officer or plant manager who is in receipt of remuneration in excess of €30,000 per annum will give notice terminating his employment as a result of the provisions of this Agreement. Since the date of the last Financial Statements, no agreement has been reached with any officer, employee, trade union or other body representing employees that will or may on a future date result in a material increase in the level of remuneration or benefits payable to the employees.

Transaction Payments. Schedule 2.34 sets forth a true, correct and complete list of all payments payable by the Company to any Person arising from or as a result of the consummation of the transactions contemplated by this Agreement, including: (i) any severance or bonus plan payment, (ii) any payment of deferred compensation, (iii) any change in control payment, or (iv) any similar payment (“Transaction Payments”), including the amount of each such payment, the party to whom such payment is or will become due, and, to the extent determinable, the date or dates on which such payments become due. As of the Closing, there will be no outstanding or unsatisfied Transaction Payments, other than those to be paid pursuant to Section 1.2(b)(ii). 2.35

Transaction Payments. Except as set forth on Schedule 3.19(d) of the Disclosure Schedules, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will (i) entitle any current or former employee, consultant or director of the Company or any group of such employees, consultants or directors to any payment; (ii) increase the amount of compensation or benefits due to any such employee, consultant or director or any such group of employees, consultants or directors; or (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit.

Transaction Payments. Neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with any other event) will or could reasonably be expected to (A) result in any payment (including severance, forgiveness of indebtedness or otherwise) or benefit becoming due to any current or former employee, director, individual independent contractor or other non-employee service provider of the Company or any of its Subsidiaries, (B) increase any benefits or the compensation payable under any Benefit Plan, (C) result in any acceleration of the time of payment, funding or vesting of any such compensation or benefits or any loan forgiveness, (D) result in any restriction on the right of the Company or any of its Subsidiaries to merge, amend, terminate or transfer any Benefit Plan, or (E) result in any “excess parachute payment” (within the meaning of Section 280G of the Code). ​

Transaction Payments. Neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with any other event that would not in and of itself trigger such payment or benefit) will, except as set forth in this Agreement, (i) result in any payment or benefit (including severance, bonus, retention, unemployment compensation, forgiveness of indebtedness or otherwise) becoming due to any current or former director, employee or natural Person service provider of the Company or any Subsidiary thereof under any Employee Plan or otherwise; (ii) increase any payments or benefits otherwise payable or trigger any other obligation under any Employee Plan; or (iii) result in any acceleration of the time of payment, funding or vesting of any such payments or benefits. None of the Company or any of its Subsidiaries is a party to or has any obligation under any Employee Plan or otherwise to compensate any person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.