Change in. Control Payments. The Company shall pay fifty percent (50%) of the Specified Bonuses/Payments to the Persons set forth on Schedule 5.10 attached hereto as a Transaction Expense deducted from the Purchase Price (provided, however, that if such payments are made after Closing, then the Shareholders shall pay their share (based on their respective Distribution Percentages) of such amounts as a reduction to the Shareholder Representative Expense Amount.
Change in. Control means either a “Change in Ownership,” a “Change in Effective Control,” or a “Change in Ownership of a Substantial Portion of Assets,” as defined below:
Change in. Rating — promptly upon any change in the rating assigned by S&P, Moody’s, Fitch or any other nationally recognized statistical rating organization to Hudson REIT’s senior, unsecured, long-term Indebtedness, a certificate stating that such credit rating has changed and the new credit rating that is in effect; and