Change of Control Liabilities definition

Change of Control Liabilities means all Liabilities of Company to any Person as a result of the Transactions, without regard to whether such Liability arises pursuant to “single trigger” or “double trigger” agreement, plan or arrangement or otherwise. For the avoidance of doubt, the aggregate amounts payable pursuant to the Transaction Bonus Agreements are Change of Control Liabilities.

Change of Control Liabilities has the meaning ascribed to it in Section 1.02(a)(ix).

Change of Control Liabilities means all Liabilities of the Company to any Person (other than Parent or Merger Sub) as a result of the Merger, including (a) any severance payments, including any such Liability which arises pursuant to “single trigger” or “double trigger” agreement, plan or arrangement, including in connection with the actions contemplated in Section 4.9(b), (b) all accrued (or earned) and unpaid employee bonus payments related to the period ending December 31, 2018 to the extent not paid prior to the Closing, and (c) any transaction, discretionary, retention, or tax gross-up bonus payment which arises in connection with or as a result of the Merger, in each case of subclauses (a), (b), and (c), all of which such payments that are known or determinable as of the date hereof are set forth on Schedule 1.3; provided, however, [**].

Examples of Change of Control Liabilities in a sentence

• Subject to the terms and conditions set forth in this Agreement, the aggregate consideration to be paid by Buyer at the Closing in connection with the Transactions is equal to: (i) Five Hundred Million Dollars ($500,000,000), minus (ii) the Estimated Indebtedness, plus (iii) Estimated Cash Amount minus (iv) the estimated aggregate amount of unpaid Transaction Expenses minus (v) the estimated aggregate amount of unpaid Change of Control Liabilities.

• The Accounting Firm shall finalize the Closing Cash Amount, the Closing Indebtedness, unpaid Transaction Expenses, unpaid Change of Control Liabilities and the Adjustment Amount by selecting with respect to each Disputed Item an amount between or equal to Buyer’s position as set forth in the Adjustment Statement or the Stockholders’ Committee’s position as set forth in the Notice of Disagreement.

• The Accounting Firm shall act as an arbitrator to determine the Closing Cash Amount, the Closing Indebtedness, unpaid Transaction Expenses, unpaid Change of Control Liabilities and the Adjustment Amount with respect to each Disputed Item submitted to the Accounting Firm, based solely on presentations by Buyer and the Stockholders’ Committee (and not by independent review).

• The determination of the Closing Cash Amount, the Closing Indebtedness, unpaid Transaction Expenses, unpaid Change of Control Liabilities and the Adjustment Amount with respect to each Disputed Item by the Accounting Firm shall be binding on the parties and shall be non-appealable.

• Schedule 2.16(n) of the Disclosure Schedule sets forth a true, complete and correct list of all Change of Control Liabilities known or determinable as of the date hereof, including, for the avoidance of doubt, any such bonuses, payments, rights or benefits to independent contractors.

• Doug Jamieson thanked Chairman Barineau for his years of service as the Chairman of the Board of Commissioners.

• Any item relating to the Closing Cash Amount, the Closing Indebtedness, unpaid Transaction Expenses, unpaid Change of Control Liabilities and the Adjustment Amount that is not a Disputed Item specifically referred to the Accounting Firm pursuant to this Section 2.8(d) shall be deemed final and binding on the parties (as set forth in the Adjustment Statement or as otherwise agreed to in writing by the parties).