Change in Control Fees definition

Change in Control Fees means, as of the Reference Time, (i) any bonuses or other payments issued or promised to any current or former employees, directors, officers or independent contractors of the Group Companies, including any stay-bonuses or any bonuses pursuant to a management carve-out plan, transaction completion, severance or other change-of-control bonuses or other similar benefits or payments, or any other single-trigger termination-related payments to any such Person, in each case, which will become payable by any of the Group Companies solely as a result of either of the Sellers entering into this Agreement or the consummation of any of the transactions contemplated hereby (and including, for the avoidance of doubt, any payments under the Retention Bonus Agreements), and (ii) the employer portion of any employment or payroll or other applicable Taxes payable by the Group Companies in connection with the foregoing, provided, however, that for the avoidance of doubt, the foregoing amounts shall be determined without duplication of any such amounts included in the Company Transaction Fees and/or Severance Expenses. For the avoidance of doubt, the definition of “Change in Control Fees” includes any payments owed to certain Employees of the Group Companies under the Retention Bonus Agreements, but expressly excludes (i) any payment required to secure a release, or contractual or statutory severance payments to any Employee terminated by, or at the direction of, any of the Buyers or the Acquired Companies after the Closing, (ii) any payments, benefits or obligations to any Employee arising out of “double-trigger” provisions which are not payable pursuant to any Retention Bonus Agreements, (iii) any payment made by any of the Buyers to any Employee pursuant to the terms of an employment offer letter or other arrangement entered into by and between any of the Buyers and such Employee, and (iv) any payments covered under Severance Expenses or Company Transaction Fees.

Change in Control Fees means, any stay-bonus pursuant to a management carve-out plan, transaction completion, notice severance or other change-of-control bonus or payment, or change-of-control termination-related payment which have been paid or will or may become payable as a result of the Company entering into this Agreement or the consummation of any of the transactions contemplated hereby to any Person, including Employees of the Company, and any employment or payroll or other applicable Taxes payable in connection with the foregoing.

Examples of Change in Control Fees in a sentence

• Buyer shall not have any Liability to the Company, the Sellers or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to terminate any of the Terminated Agreements or to obtain any consents, modifications, waivers and approvals, or for any Change in Control Fees, Company Transaction Fees or Severance Expenses.

• Regiments with a strength of 700 men in May had, during the ensuing weeks, lost aboutone half of this small trained personnel, and by the assignment of recruits, had then been raised to a strength of 2000.”48 There was a high expectation of the American army that, if failed to be met, would damage future American participation in the war.