definiens: ( or members of any of their ) ( as such terms are respectively defined in Rule12b-2 and Rule 16a-1 of the 1934 Act ) of any such director or beneficial owner ; ( xii ) any Contract involving the settlement of any claim, action or proceeding or threatened claim, action or proceeding ( orseries of related, claims actions or proceedings ) which ( A ) will involve payments after the date of this Agreement in excess of $ 5,000,0000 or ( B)will impose materially burdensome monitoring or reporting obligations to any other Person outside the ordinary course of business or materialrestrictions on the Company or any Subsidiary of the Company ( or, following the Closing, on Parent or any Subsidiary of Parent ) ; ( xiii ) any settlement agreements by the Company or any of its Subsidiaries with Taxing Authorities entered into sinceJanuary 1, 2020 and providing for payments in excess of $ 50,000,000 ; and ( xiv ) any other Contract required to be filed by the Company pursuant to Item 601(b)(10 ) of Regulation S - K