definiens: means all bonuses, severance payments and other similar cash benefits that are payable by the Company or itsSubsidiaries in connection with, or are triggered by, the Merger or the other Transactions ( excluding any such bonuses, severance payments or othersimilar cash beneﬁts that become due as a result of ( i ) any action of the Company or any of its Subsidiaries taken prior to the Closing at the writtendirection Parent or ( ii ) any action of Parent or one of its Subsidiaries ( including the Company and its Subsidiaries following the Eﬀective Time ) takenfollowing the Eﬀective Time ), any payments required to obtain third - party consents, waivers or approvals in connection with the Merger or the otherTransactions under any Contracts to which the Company or any of its Subsidiaries is a party or by which its assets are bound, and all termination, balloonor similar payments resulting from the early termination of any contract, or the repayment of outstanding Debt, in connection with the Merger or the otherTransaction, if any . For the avoidance of doubt, to the extent unpaid at the consummation of the Closing, any portion of the Promised Class C UnitsBonuses and the Cash Bonuses payable to Incentive Grantees and Cash Bonus Recipients, respectively, shall constitute Change of Control Payments