Closing Date Company Expenses definition

Closing Date Company Expenses means the Company Transaction Expenses unpaid as of the Effective Time.

Closing Date Company Expenses has the meaning specified in Section 2.4(a).

Closing Date Company Expenses means the Company Expenses unpaid as of the Effective Time. “Closing Date Debt” means all Debt of the Companies outstanding as of the Effective Time.

Examples of Closing Date Company Expenses in a sentence

• The “ Final Purchase Price” means: (a) $62,700,000, plus (b) the amount of the Closing Date Cash of the Companies, plus (c) the amount of the Closing Date Net Working Capital of the Companies, less (d) the amount of the Closing Date Indebtedness of the Companies, and less (e) the Closing Date Company Expenses.

• Except as provided in Article VIII hereof and Closing Date Company Expenses, whether or not the Merger is consummated, each of the parties hereto shall bear its own expenses in connection with the negotiation and execution of this Agreement, including all fees and expenses of its legal counsel, investment bankers, financial advisors and accountants.

• Interested persons are also invited to submit comments and/or hearing requests to EBSA via email or FAX.

• At the Closing, Parent shall pay, or shall cause to be paid, on behalf of the Acquired Companies, all amounts necessary to fully discharge the Closing Date Company Expenses that have not been paid in full as of immediately prior to the Closing to the extent payable at such time.

• For the avoidance of doubt, the calculation of Net Working Capital shall not take into account any Cash, Closing Date Indebtedness, Closing Date Company Expenses, or the Pulaski Transaction Expenses.

More Definitions of Closing Date Company Expenses

Closing Date Company Expenses means, as of Closing, all of the Company and Acquired Subsidiaries’ expenses, fees or charges incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the other transaction documents and the transactions contemplated hereby, including (a) all attorneys’, investment banker and other advisors’ fees and expenses payable by the Company or any of the Acquired Subsidiaries that have not been paid in full as of immediately prior to the Closing, and (b) all management and employee bonuses and incentives or other management or employee payments, including severance payments, deferred compensation, change-in-control payments and any other similar payments, in each case, relating to the Transactions, owed or expected to be owed by the Company or any of its Subsidiaries that have not been paid in full as of immediately prior to the Closing. For the avoidance of doubt, Closing Date Company Expenses include, without limitation, such amounts that will be owed in connection with any termination after the Closing of the employment of any officer or employee of the Company or any Acquired Subsidiary that is expected as of the Closing.

Closing Date Company Expenses means, as of Closing, all of the Company’s unpaid out-of-pocket expenses incurred in connection with the Transactions (including, but not limited to, the fees and expenses of professionals (including investment bankers, attorneys, accountants and other consultants and advisors retained by any Acquired Company or the Company Shareholder in connection with the Transactions), any transaction bonuses, change of control bonuses or accelerated benefits to be paid in connection with the consummation of the Transactions.