Unpaid Transaction Expenses definition

Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

Unpaid Transaction Expenses means all Transaction Expenses, in each case whether due prior to, on or after the Closing, that are not paid in full as of immediately prior to the Closing.

Unpaid Transaction Expenses means the amount of any Transaction Expenses that remain unpaid as of the Determination Time or result from the Closing (to the extent not already included in the determination of Net Working Capital or in Indebtedness).

Examples of Unpaid Transaction Expenses in a sentence

• Within ninety (90) days after the Closing Date, Parent shall deliver to the Securityholder Representative a statement (the “ Post-Closing Statement”) setting forth Parent’s calculation of: (i) the Closing Working Capital; (ii) the Closing Working Capital Shortfall, if any; (iii) the Closing Indebtedness; (iv) the Unpaid Transaction Expenses; and (v) the Merger Consideration resulting from the amounts set forth in clauses (i) though (iv).

• The Halley Closing Certificate shall include reasonable supporting detail for each of the items and calculations set forth therein, including, in the case of Halley Final Unpaid Transaction Expenses, final invoices for each of Halley’s financial advisors, attorneys, accountants, or other advisors whose fees would constitute Halley Final Unpaid Transaction Expenses.

• The costs, fees and expenses of the Accounting Referee that are borne by Halley, if any, shall be deemed to constitute Halley Final Unpaid Transaction Expenses hereunder.

• From and after delivery of the Halley Closing Certificate, Halley shall use reasonable best efforts to promptly (and in any event within one Business Day) inform Saturn if it obtains knowledge that any of the calculations of Closing Indebtedness, Closing Cash, Halley Final Unpaid Transaction Expenses and Closing Net Indebtedness have changed (other than de minimis changes) and such Halley Closing Certificate shall be deemed amended accordingly.

• The Estimated Closing Statement shall also include each of the Indebtedness Pay-off Letters (if any) and invoices from the respective payees representing (or, if invoices are not reasonably available, payment instructions for) the Unpaid Transaction Expenses (if any).

More Definitions of Unpaid Transaction Expenses

Unpaid Transaction Expenses means the Transaction Expenses that are unpaid as of the Closing.

Unpaid Transaction Expenses means Transaction Expenses, but only to the extent they have not been paid by the Company in cash prior to the Closing.

Unpaid Transaction Expenses means all Company Transaction Expenses that have not been paid at or prior to the Effective Time.

Unpaid Transaction Expenses means the amount of Transaction Expenses incurred as of or after the Closing but unpaid as of the Effective Time.

Unpaid Transaction Expenses means all Transaction Expenses outstanding at the Closing.

Unpaid Transaction Expenses means with respect to the Company, (i) all legal, accounting, financial advisory, third party advisory or other expenses or costs, and (ii) any special cash bonuses paid to Employees, in each case, incurred by the Company prior to the Closing in connection with the transactions contemplated by this Agreement but only to the extent they have not been paid by the Company in Cash on or prior to the Calculation Moment and have, accordingly, not reduced the Closing Cash of the Company.

Unpaid Transaction Expenses means Company Transaction and Bonus Expenses to the extent that they have not been paid on or prior to the close of business on the day immediately preceding the Closing Date.