Definition of Post-Closing Change of Control Payment

  1. Post-Closing Change of Control Payment means the aggregate cash value of any change of control, bonus, termination, severance, retention or other similar payment or liability (including any payment required to be made, or liability accrued, after notice of termination of employment is provided, but excluding any payment or liability resulting from, or arising pursuant to, (A) the acceleration of vesting of any option as expressly required by this Agreement or (B) any statutory benefits) (i) that is incurred and payable by the Company or any of its Subsidiaries after the Closing pursuant to any Benefit Plan or Benefit Agreement, in each case as in effect as of the Closing, or (ii) that is otherwise an obligation of the Company or any of its Subsidiaries that is incurred and payable after the Closing, in the case of each of clauses (i) and (ii) above, to any Person as a result of or in connection with the transactions contemplated by this Agreement (alone or in combination with any other event, including termination of employment); provided that in no event shall any Post-Closing Change of Control Payment include any amount (1) included in the Signing Change of Control Payments or Closing Change of Control Payments or (2) payable to any Designated Employee. For purposes of the immediately preceding sentence, the "cash value" of any noncash payment or liability means the cost of such payment or liability to the Company or any of its Subsidiaries.

Definition of Post-Closing Change of Control Payment in Share Purchase Agreement

Post-Closing Change of Control Payment means the aggregate cash value of any change of control, bonus, termination, severance, retention or other similar payment or liability (including any payment required to be made, or liability accrued, after notice of termination of employment is provided, but excluding any payment or liability resulting from, or arising pursuant to, (A) the acceleration of vesting of any option as expressly required by this Agreement or (B) any statutory benefits) (i) that is incurred and payable by the Company or any of its Subsidiaries after the Closing pursuant to any Benefit Plan or Benefit Agreement, in each case as in effect as of the Closing, or (ii) that is otherwise an obligation of the Company or any of its Subsidiaries that is incurred and payable after the Closing, in the case of each of clauses (i) and (ii) above, to any Person as a result of or in connection with the transactions contemplated by this Agreement (alone or in combination with any other event, including termination of employment); provided that in no event shall any Post-Closing Change of Control Payment include any amount (1) included in the Signing Change of Control Payments or Closing Change of Control Payments or (2) payable to any Designated Employee. For purposes of the immediately preceding sentence, the "cash value" of any noncash payment or liability means the cost of such payment or liability to the Company or any of its Subsidiaries.