Acquired Company Transaction Expenses definition

Acquired Company Transaction Expenses means, to the extent unpaid at Closing, (i) any fees and disbursements incurred by or on behalf of any Acquired Company and payable to any financial advisor, investment banker, broker or finder in connection with the Transaction; (ii) the fees and disbursements payable to legal counsel or accountants of any Acquired Company that are payable by any Acquired Company in connection with the Transaction; (iii) any bonuses, severance, termination payments or other change-in-control or other transaction-related payments payable to any director, officer, employee or other service provider of any Acquired Company in connection with the Transaction and, to the extent not already taken into account in this clause (iii), any payroll taxes incurred or to be incurred by any Acquired Company in connection therewith; and (iv) all other miscellaneous out-of-pocket expenses or costs, in each case, incurred by any Acquired Company in connection with the Transaction.
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Acquired Company Transaction Expenses means the aggregate amount of all fees, costs, expenses and other Liabilities incurred by or on behalf of (including, for the avoidance of doubt, by Capri TopCo or any of its Subsidiaries), or payable by, any of the Acquired Company Entities (including those that become due or payable on or after the Closing pursuant to Contracts in effect at or prior to the Closing), arising from or in connection with, or incident to, the transactions contemplated by the Transaction Documents or any other sale or strategic review process conducted or pursued by any of the Acquired Company Entities (including in connection with any initial public offering), whether or not accrued and whether billed or payable prior to, on or after the Closing, including (i) any fees, costs and other expenses of any investment bankers, financial advisors (including the brokers referred to in Section 3.25), attorneys, accountants and other consultants, advisors or representatives (including, for the avoidance of doubt, the fees costs and other expenses of those attorneys or other advisors to the direct equityholders of Capri TopCo set forth on Section 2.02 of the Seller Disclosure Schedules), (ii) any assignment, change in control or similar fees expressly payable as a result of the execution or delivery of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby but, for the purposes of this clause (ii), expressly excluding Cash Transaction Bonuses, (iii) the costs of the D&O Tail, and (iv) any Permitted Change of Control Costs. Acquired Company Transaction Expenses shall include, and Buyer Parent and Seller shall each bear (without any adjustment to the consideration payable under this Agreement) any filing fees under the HSR Act or any other Competition Law or any filing with any Governmental Authority applicable to the Buyer Parties’ acquisition of the Acquired Company Securities pursuant to this Agreement, which fees, for the avoidance of doubt, shall in no event constitute Leakage.
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Acquired Company Transaction Expenses means, to the extent that they remain outstanding at Closing, all fees, costs, expenses, payments, expenditures or Liabilities of the Acquired Companies (including those described in Section 6.4 of the Agreement), whether or not invoiced prior to the Closing, that relate to the Agreement or any of the transactions contemplated by the Agreement, including any fees, costs or expenses payable to the Company’s outside legal counsel or to any financial advisor, accountant or other Person who performed services for or on behalf of any Acquired Company, or who is otherwise entitled to any compensation from any Acquired Company, in connection with the Agreement or any of the transactions contemplated by the Agreement, together with any associated VAT or other Taxes.
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Examples of Acquired Company Transaction Expenses in a sentence

  • The Pre-Closing Certificate shall also attach all invoices from the respective payees representing the Acquired Company Transaction Expenses (if any) received as of such date.

  • Subject to the provisos to the preceding sentence, to the extent payment by the Company of some or all of the Acquired Company Transaction Expenses is prohibited by any Legal Requirement (the "Section 60 Expenses"), the Selling Shareholders shall bear and pay such Section 60 Expenses, and there shall be a corresponding increase to the Initial Consideration in Section 1.2 of an amount equal to such Section 60 Expenses.

  • Seller hereby authorizes and directs Purchaser to pay, on behalf of the Acquired Company, all Acquired Company Transaction Expenses set forth on such invoices to the payees set forth therein, with such amounts to be deducted in the calculation of the Purchase Price pursuant to Section 1.2(a).

  • If $2,500,000 minus (1) Acquired Company Transaction Expenses, minus (2) Outstanding Liabilities, minus (3) Aggregate Employee Cash Payout, is less than or equal to zero, the “Closing Stockholder Cash Consideration” shall equal zero.

  • The coefficients on the indicator variables for industry leaders are not significant suggesting that, in pooled cross-section, size is the dominant office level factor for client abnormal accruals (similar to Francis and Yu 2009).

  • If $2,500,000 minus (1) Acquired Company Transaction Expenses, minus (2) Outstanding Liabilities, minus (3) Aggregate Employee Cash Payout, is greater than zero, the “Closing Stockholder Cash Consideration” shall equal $2,500,000 minus (1) Acquired Company Transaction Expenses, minus (2) Outstanding Liabilities, minus (3) Aggregate Employee Cash Payout.

  • Key informants indicated that there was some arbitrariness on the part of officials of the Ministry when advising on Council budgets.

  • Seller shall deliver to Purchaser all invoices relating to the Acquired Company Transaction Expenses as set forth in Sections 1.2(b) and 1.3(a).


More Definitions of Acquired Company Transaction Expenses

Acquired Company Transaction Expenses means the amount of all fees, costs and expenses of type described in Section 12.2 of the Agreement that have been incurred or that are incurred by any of the Acquired Companies in connection with the Contemplated Transactions, including any fees, costs or expenses paid or payable to the Company’s outside legal counsel or to any financial advisor, accountant or other Person who performs or has performed services for or on behalf of any of the Acquired Companies, or who was or is otherwise entitled to any compensation from any of the Acquired Companies, in connection with the Transactional Agreements or any of the Contemplated Transactions, that have not been paid by the Selling Shareholders in their individual capacity prior to the Closing. 49
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Acquired Company Transaction Expenses means (a) all unpaid fees, costs, expenses, payments, expenditures or Liabilities of the Acquired Companies, incurred at or prior to the Effective Time (regardless whether or not invoiced prior to the Effective Time), that relate to the Agreement, any of the transactions contemplated by the Agreement, including any fees, costs or expenses payable to the Acquired Companies’ outside legal counsel or to any financial advisor, accountant, employee or other Person who performed services for or on behalf of the Acquired Companies, or who is otherwise entitled to any compensation, severance, bonus, change of control payment from the Acquired Companies, in connection with the Agreement, any of the transactions contemplated by the Agreement, or the process resulting in such transactions and (b) all fees, costs, expenses, payments, expenditures or Liabilities, including all Taxes, of the Acquired Companies relating to the matter referred to in Part 2.6(a) of the Disclosure Schedule.
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Acquired Company Transaction Expenses means all unpaid fees, costs, expenses, payments, expenditures or Liabilities of the Acquired Companies, incurred at or prior to the Effective Time (regardless whether or not invoiced prior to the Effective Time), that relate to the Agreement, any of the transactions contemplated by the Agreement, including any fees, costs or expenses payable to the Acquired Companies’ outside legal counsel or to any financial advisor, accountant, employee or other Person who performed services for or on behalf of the Acquired Companies, or who is otherwise entitled to any compensation, severance, bonus, change of control payment from the Acquired Companies, in connection with the Agreement, any of the transactions contemplated by the Agreement, or the process resulting in such transactions.
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Acquired Company Transaction Expenses means any fees, costs or expenses payable to the Company’s outside legal counsel incurred since June 1, 2006, or to any financial advisor, or other Person who performed services (other than accounting services) for or on behalf of the Acquired Companies, or who is otherwise entitled to any compensation from the Acquired Companies, in connection with the Agreement or any of the transactions contemplated by the Agreement.
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Related to Acquired Company Transaction Expenses

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

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

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Acquisition Expenses means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

  • Transaction Expenses means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

  • Company Transaction means the consummation of

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Permitted Affiliate Transactions means the following:

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.