Closing Company Transaction Expenses means Company Transaction Expenses that remain unpaid as of immediately prior to the Closing.
Closing Company Transaction Expenses has the meaning set forth in Section 3.2(a).
Closing Company Transaction Expenses means Company Transaction Expenses that remain unpaid as of immediately prior to the
Examples of Closing Company Transaction Expenses in a sentence
The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in the Final Adjustment Statement finally determined and agreed by the parties pursuant to this Section 1.5(c).
More Definitions of Closing Company Transaction Expenses
Closing Company Transaction Expenses means all Transaction Expenses incurred by the Company and its Subsidiaries (including those expressly referred to in Section 10.1) and any Change of Control Payments, in each case as of the consummation of the Effective Time and after giving effect to the consummation of the Merger and the other Transactions.
Closing Company Transaction Expenses is defined in Section 2.1(d).
Closing Company Transaction Expenses shall have the meaning ascribed to such term in Section 2.08(a)(v).
Closing Company Transaction Expenses means (a) any expenses of Seller (to the extent payable by the Acquired Companies) or the Acquired Companies directly relating to the negotiation and consummation of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, including fees and expenses of brokers, financial advisers, legal counsel and accountants that remain unpaid as of immediately prior to the Closing and (b) any stay, transaction, change of control or other similar bonus which becomes payable by the Acquired Companies solely in connection with the consummation of the transactions contemplated by this Agreement, including the Retention Bonus Agreements (based on the maximum amounts that may become payable to the Retention Bonus Participants under the Retention Bonus Agreements); provided, that, notwithstanding anything to the contrary contained herein, Closing Company Transaction Expenses shall not include (i) the Foreign Trademark Registration Costs, (ii) any amounts included in the determination of Working Capital or Funded Indebtedness or (iii) any liabilities or other obligations of any Subsidiaries of Seller (other than the Acquired Companies).
Closing Company Transaction Expenses means the Company Transaction Expenses outstanding on the Closing Date to the extent not paid by Vivial at 11:59 p.m. Eastern Daylight Time on the date immediately preceding the Closing Date. “Company Transaction Expenses” means all (a) expense reimbursement payable to any other bidders of the transactions contemplated by the Merger Agreement, (b) fees, costs, charges, expenses and obligations payable to Vivial’s advisors and other fees, costs, charges, expenses and obligations of professional service firms incurred by Vivial, mGage and the other subsidiaries of Vivial that remain following the Separation in connection with the transactions contemplated by the Merger Agreement, the Separation and Distribution Agreement and the Distribution and Reorganization, in each case to the extent unpaid as of the Closing Date, (c) the amount of the aggregate of the Employee Payments, and all employer taxes related thereto, (d) the cost of terminating in full all obligations or liabilities under any advisory or similar affiliate agreements (if any), (e) all transfer taxes allocable to SpinCo under the Merger Agreement, (f) 50% of all other transfer taxes not expressly allocable to SpinCo, (g) 50% of the costs fees and expenses of obtaining, and relating to, a tail director and officer insurance policy, and (h) 50% of the fees to be paid for antitrust review of the Merger; provided, that Company Transaction Expenses shall not include any amounts (i) to the extent included in the calculation of the Adjustment Amount as Closing Debt, (ii) to the extent included as current liabilities in the
Closing Company Transaction Expenses has the meaning specified in Section 1.05.
Closing Company Transaction Expenses means the Company Transaction Expenses as of the Closing Date. “Closing Date” has the meaning set forth in Section 9.1.