Actual Transaction Expenses definition

Actual Transaction Expenses has the meaning set forth in Section 2.7(a).

Actual Transaction Expenses has the meaning set forth in Section 2.4(b).

Actual Transaction Expenses means all costs, expenses and fees of the Company (including, without limitation, all fees and expenses of counsel, financial advisors, accountants, attorneys and other experts and consultants to the Company and its affiliates, and all printing and advertising expenses) actually incurred or accrued by it or on its behalf since January 1, 2003 in connection with the Offer, the Merger and the other transactions contemplated hereby; provided, however, that such term shall not include reasonable legal fees and expenses incurred in connection with any threatened or actual litigation involving the Company with respect to any of the transactions contemplated hereby and/or reasonable professional fees and expenses incurred with respect to a Competing Transaction.

Examples of Actual Transaction Expenses in a sentence

• Further, so as to avoid double-counting the calculation of any Losses subject to indemnification shall be calculated net (i) of any amounts included in the final determination of Actual Net Working Capital, Actual Net Financial Position and Actual Transaction Expenses; and (ii) net of any Tax benefit or indemnification by third parties (to the extent actually received by the Opto-Tech Entity and/or the Buyer).

• If the Actual Transaction Expenses are greater than the Estimated Transaction Expenses, then the Sellers shall pay to the Buyer an amount equal to the difference between the Actual Transaction Expenses and the Estimated Transaction Expenses.

• If the unpaid Company Transaction Expenses set forth in the Final Closing Statement (the “ Actual Transaction Expenses ”) are less than the Estimated Transaction Expenses, then an amount equal to such difference shall be due to the Sellers and payable in accordance with, and subject to, Section 2.7(e) .

• If Seller does not deliver an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below).

• Buyer and the Representative each shall provide the Accounting Firm with its respective determinations of Actual Net Working Capital, Actual Cash, Actual Debt, Actual Transaction Expenses and Target Cash, as well as all supporting documentation reasonably required by the Accounting Firm.

More Definitions of Actual Transaction Expenses

Actual Transaction Expenses and “Actual Working Capital” respectively, for all purposes herein.

Actual Transaction Expenses has the meaning set forth in Section 2.8(a).

Actual Transaction Expenses has the meaning set forth in Section 3.3(c)(iv).

Actual Transaction Expenses is defined in Section 2.4(a).

Actual Transaction Expenses means the actual Transaction Expenses of the Companies as of the Closing.

Actual Transaction Expenses shall have the meaning given to it in Section 2.10(D). ACQUISITIONS shall mean the transactions described in the Acquisition Schedule attached hereto. ACQUISITION SUB shall have the meaning set forth in the preamble of this Agreement. ADVERSE, ADVERSELY, when used alone or in conjunction with other terms (including without limitation "Affect," "Change" and "Effect") shall mean, with respect to the Company, or to Windward, as the case may be, any Event which could reasonably be expected to (a) adversely affect the validity or enforceability of this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or (b) adversely affect the business, properties, assets, results of operations, financial condition or prospects of the Company or any of its Subsidiaries or Windward, as the case may be, or (c) impair the ability of the Company and/or and of its Subsidiaries or Windward, as applicable, to fulfill its obligations under the terms of this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or (d) adversely affect the aggregate rights and remedies of Windward or the Company and/or any of its Subsidiaries, as the case may be, under this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, in all cases, unless otherwise specifically set forth, in a material respect or manner or to a material degree. AFFILIATE, AFFILIATED shall mean, with respect to any Person, (a) any other Person at the time directly or indirectly controlling, controlled by or under direct or indirect common control with such Person, (b) any other Person of which such Person at the time owns, or has the right to acquire, directly or indirectly, twenty percent (20%) or more of any class of the capital stock or beneficial interest, (c) any other Person which at the time owns, or has the right to acquire, directly or indirectly, twenty percent (20%) or more of any class of the capital stock or beneficial interest of such Person, (d) any executive officer or director of such Person, (e) with respect to any partnership, joint venture or similar Entity, any general partner thereof, and (f) when used with respect to an individual, shall include any member of such individual's immediate family or a family trust. AMENDED ARTICLES OF INCORPORATION shall have the meaning given to it in Section 2.5. AGREEMENT shall mean this Agreement and Plan of Merger as originally...

Actual Transaction Expenses means the actual Transaction Expenses unpaid as of the Closing (including the amount of the payments being made under Section 2.3(a)(v)), as finally determined pursuant to Section 2.6.