Post-Closing Change of Control Payment definition

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.
Sample 1

Related to Post-Closing Change of Control Payment

  • Change of Control Payment Date has the meaning provided in Section 4.15.

  • Change of Control Payment has the meaning set forth in Section 4.01(b).

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Change of Control Payments means all change of control, bonus or other similar payments that are payable by the Company Group to any Person in conjunction with the consummation of the transactions contemplated hereby, together with any employer-paid portion of any employment and payroll taxes related thereto.

  • Change in Control Payment shall have the meaning stated in Section 6.4 hereof.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Change of Control Redemption Premium means 125%.

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Change of Control Price means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control Redemption Price shall have the meaning set forth in Section 7.3;

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Change of Control Redemption Date shall have the meaning set forth in Section 7.2;

  • Expected Final Payment Date means the September 2021 Distribution Date.

  • Tax Event Repayment Date means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event).

  • Change of Control Date means the date on which a Change of Control occurs.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Debt Repayment Triggering Event means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.