Closing Company Transaction Costs definition

Closing Company Transaction Costs has the meaning set forth in Section 2.05(a).
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Closing Company Transaction Costs means (a) the amount (without duplication) of Company Transaction Costs that have not yet been paid as of the Closing and that are not otherwise included in the Closing Net Working Capital or Closing Indebtedness, calculated as of the Determination Time in accordance with the Agreed Accounting Principles, but in each case without giving effect to any changes in such items or the Company and its Subsidiaries resulting from the transactions contemplated by this Agreement (such as actions taken on the Closing Date at the direction or for the benefit of Purchaser), and (b) the applicable Company Entity’s share of payroll Taxes attributable to such Closing Company Transaction Costs when paid and any Tax reimbursements or “gross-up” amounts required to be paid to a payment recipient with regard to any of the foregoing.
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Closing Company Transaction Costs means (a) the amount (without duplication) of Company Transaction Costs that have not yet been paid as of the Closing and that are not otherwise included in the Closing Net Working Capital or Closing Indebtedness, calculated as of the Determination Time in accordance with the Agreed Accounting Principles, but in each case without giving effect to any changes in such items or the Company Entities resulting from the transactions contemplated by this Agreement (such as actions taken on the Closing Date at the written request of Purchaser), and (b) the applicable Company Entity’s share of payroll Taxes attributable to such Closing Company Transaction Costs when paid and any Tax reimbursements or “gross-up” amounts required, pursuant to a Contract existing as of the Closing (other than agreements with Continuing Employees entered into or effective at or prior to the Closing at the written request of Purchaser), to be paid to a payment recipient with regard to any of the foregoing.
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Examples of Closing Company Transaction Costs in a sentence

  • The Independent Accountants shall act as an arbitrator to determine any disputed portions of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Company Transaction Costs, the Purchaser Reorganization Expense Amount and the Seller Reorganization Expense Amount based solely on the provisions of this Agreement and the submissions of Purchaser and Seller, and shall not conduct an independent review of the Company’s financial statements.

  • If such Closing Company Transaction Costs are greater than Estimated Closing Company Transaction Costs, then Parent shall cause Seller to, and Seller shall, pay (or cause to be paid) to Purchaser the amount of such difference.

  • If such Closing Company Transaction Costs are greater than Estimated Closing Company Transaction Costs, then Seller shall pay (or cause to be paid) to Purchaser the amount of such difference.

  • For clarity, any components of the Closing Balance Sheet, Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Company Transaction Costs with respect to which Sellers’ Representative does not deliver a Rejection Notice prior to the end of such 60-day period will become final, conclusive and binding on the Parties.

  • Without limiting the generality of the foregoing, Purchaser shall not be entitled to recover on any claim for indemnification with respect to any matter that was included in the calculation of the Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Company Transaction Costs as finally determined pursuant to Section 2.04.

  • If the Representative fails to deliver the Statement of Objections before the expiration of the Review Period, then Closing Indebtedness, Closing Cash, the Closing Net Working Capital Deficiency (if any) and the Closing Company Transaction Costs, in each case as set forth in the Final Closing Statement, shall be deemed final and conclusive and shall be deemed to be “Final Indebtedness,” “Final Cash”, “Final Net Working Capital Deficiency,” and “Final Company Transaction Costs,” respectively.

  • Absent the timely delivery of an Objection Notice, the calculation of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Company Transaction Costs, the Purchaser Reorganization Expense Amount and/or the Seller Reorganization Expense Amount as set forth in the Closing Statement delivered by Purchaser shall be binding and conclusive upon, and deemed accepted by, Seller.

  • If the Sellers’ Representative fails to deliver such Acceptance Notice or Rejection Notice to Buyer within such 60-day period, then the Sellers shall be deemed to have accepted the Closing Balance Sheet, Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Company Transaction Costs.

  • Notwithstanding anything to the contrary in this Agreement, payments made or to be made under this Section 6.05(c), if any, will not be included in the final determinations of Closing Indebtedness, Closing Net Working Capital or Closing Company Transaction Costs.

  • Bidder agrees to submit to the jurisdiction of the Commonwealth of Virginia.

Related to Closing Company Transaction Costs

  • 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.

  • 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).

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

  • Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • 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.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • 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.

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

  • 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.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • 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.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.