Payment of Company Transaction Expenses. Pro-Rata Bonuses. At or prior to the Closing, the Company shall pay (x) the Company Transaction Expenses and (y) the Management Retention Bonuses to each Company Employee eligible under the Management Retention Bonus Plan, as determined in accordance with the Management Retention Bonus Plan by the Company. Within five (5) Business Days after Closing, the Surviving Corporation shall pay to each Company Employee eligible to receive an annual bonus pursuant to the Annual Bonus Program a pro-rata annual bonus (“Pro-Rata Bonus”) in an amount equal to the product of (i) the Company Employee’s target annual bonus under the Annual Bonus Program with respect to the fiscal year in which the Closing occurs and (ii) the ratio of (A) the number of days elapsed during the period beginning on the first day of the Company’s fiscal year in which the Closing occurs and ending on the Closing Date to (B) 365.
Payment of Company Transaction Expenses. At the Effective Time, Parent shall, on behalf of the Company, pay to such account or accounts as the Company specifies to Parent pursuant to the Merger Consideration Certificate the aggregate amount of the unpaid Company Transaction Expenses.
Payment of Company Transaction Expenses. At the Effective Time, Purchaser shall (on behalf of the Surviving Corporation) pay, or, to the extent the Surviving Corporation has sufficient immediately available funds at such time, instruct the Surviving Corporation to pay, all Company Transaction Expenses, including the Bankers’ Fees and all other Company Transaction Expenses set forth on the statement to be delivered by the Company to Purchaser at least three (3) Business Days prior to the Closing, that are unpaid as of such time by wire transfer of immediately available funds as directed by the Company.
Payment of Company Transaction Expenses. Immediately prior to the Effective Time, Parent shall pay, or cause to be paid, on behalf of the shareholders of the Company and the Company, the Company Transaction Expenses by wire transfer of immediately available funds to accounts specified by the Company prior to the Closing in the Closing Statement, or by checks for amounts less than $10,000.
Payment of Company Transaction Expenses. At least one (1) Business Day prior to the Closing, the Company shall cause each payee of Company Transaction Expenses to submit a written invoice for the full amount of such payee’s Company Transaction Expenses. No later than 10:00 a.m. (New York time) on the last Business Day prior to the Closing Date, the Company shall provide to Parent a complete and correct list of (i) the payees of Company Transaction Expenses, (ii) the amount of Company Transaction Expenses payable to each such payee and (iii) wire instructions for each such payee. At the Closing, Parent, on behalf of the Company, shall pay all Company Transaction Expenses, in each case by wire transfer of immediately available funds pursuant to such applicable written instructions provided to Parent by the Company.
Payment of Company Transaction Expenses. At Closing, Parent shall pay, or instruct the Paying Agent to pay, the Company Transaction Expenses that are unpaid as of the Closing Date in accordance with the Payoff Instructions, to the extent deducted from the Calculation Amount as set forth in the Payments Certificate.
Payment of Company Transaction Expenses. Buyer will pay, or cause to be paid, in full at the Closing, the Company Transaction Expenses as set forth on the Company Transaction Expense Statement in accordance with the instructions provided in the Company Transaction Expense Statement. In order to facilitate such payment, no later than three (3) Business Days before the Closing, Sellers’ Representative shall provide Buyer with a true, complete and correct list (the “Company Transaction Expense Statement”) of the amount of the unpaid fees, expenses and other similar amounts arising from the provision of services prior to the Closing that have been or are expected to be incurred on or prior to the Closing Date on behalf of the Acquired Companies or any Seller in connection with this Agreement and the transactions contemplated hereby, including any investment banking, accounting, advisory, brokers, finders, escrow agent or legal fees or fees paid to any Governmental Authority or other Person (collectively, the “Company Transaction Expenses”), and the name of the Persons to whom such payments are to be made and wiring instructions for the recipients of such payments.
Payment of Company Transaction Expenses. At the Effective Time, Purchaser shall (on behalf of the Surviving Corporation) pay or cause to be paid all Company Transaction Expenses set forth on the Estimated Closing Statement, that are unpaid and payable as of such time by wire transfer of immediately available funds as directed by the Company; provided that any Company Transaction Expenses owing to a current or former employee in respect of such individual’s employment shall be paid to the applicable Company Group for payment through the applicable member of the Company Group’s payroll system (less all required Tax withholdings) in accordance with the Contracts or other arrangements governing such Company Transaction Expenses.
Payment of Company Transaction Expenses. The Sellers' Representative will deliver to Buyer, not later than three (3) Business Days prior to the Closing Date: (a) invoices reflecting each of the amounts of the Company Transaction Expenses to be paid by Buyer at Closing and (b) wire instructions to make such payment.
Payment of Company Transaction Expenses. Immediately after the Effective Time, Parent shall (on behalf of the Surviving Entity) pay, or, to the extent the Surviving Entity has sufficient immediately available funds at such time, instruct the Surviving Entity to pay, all Company Transaction Expenses, including the Bankers’ Fees and all other Company Transaction Expenses set forth on a statement to be delivered by the Company to Parent no later than five (5) Business Days prior to the Closing, that are unpaid as of the Effective Time by wire transfer of immediately available funds as directed by the Company. Such fees and expenses shall, for the avoidance of doubt, include all fees and expenses payable by the Company under the Management Agreement in connection with the transactions contemplated hereby and all fees and expenses payable by the Company in connection with termination of the Management Agreement, in each case, to the extent such fees and expenses constitute Company Transaction Expenses; provided, however, that the Company acknowledges and agrees that the aggregate amount of Company Transaction Expenses payable by Parent or the Surviving Entity, as applicable, shall not exceed $15,000,000.
