Closing Date Transaction Expenses definition

Closing Date Transaction Expenses means any fees or expenses incurred or paid by Parent (or any direct or indirect parent of Parent) or any of their respective Subsidiaries in connection with the Closing Date Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

Closing Date Transaction Expenses has the meaning specified in Section 2.3(b).

Closing Date Transaction Expenses means the amount of Transaction Expenses as of immediately prior to the Closing.

Examples of Closing Date Transaction Expenses in a sentence

• No later than three (3) Business Days prior to the Closing Date, Stockholder Representative shall deliver to Parent a statement, attached hereto as Schedule 2.10 (the “Company Closing Statement”) setting forth (i) the Company’s good faith estimate of the amount of Closing Date Indebtedness, and (ii) the Company’s good faith estimate of the amount of Closing Date Transaction Expenses.

• Aggregate Price means an amount equal to (i) the Base Cash Price, minus (ii) the amount (if any) by which the Closing Date Net Working Capital is less than the Target Net Working Capital, plus (iii) the amount (if any) by which the Closing Date Net Working Capital exceeds the Target Net Working Capital Amount, plus (iv) the Closing Date Cash, minus (v) the Closing Date Debt, minus (vi) the Closing Date Transaction Expenses (if any).

• Closing Date Transaction Expenses means the Transaction Expenses which remain unpaid as of the Closing Date, as set forth in the Closing Date Balance Sheet.

• The “Adjustment Amount,” which may be positive or negative, shall mean zero: (i) plus the Net Working Capital Adjustment Amount (which may be positive or negative); (ii) plus the Closing Date Cash; (iii) minus the Closing Date Indebtedness; and (iv) minus the Closing Date Transaction Expenses.

More Definitions of Closing Date Transaction Expenses

Closing Date Transaction Expenses means the aggregate amount of Transaction Expenses that remain unpaid as of immediately prior to the Closing (but calculated assuming consummation of the transactions contemplated by this Agreement such that any amount included in the definition of “Transaction Expenses” solely as a consequence of, or upon, the Closing, is included).

Closing Date Transaction Expenses means the Transaction Expenses as set forth in the Closing Adjustment Certificate delivered pursuant to Section 2.4(b).

Closing Date Transaction Expenses means the “Transaction Expenses” as defined in the Existing Credit Agreement.

Closing Date Transaction Expenses means, the sum (without duplication) of the Liabilities of the Company and its Subsidiaries as of the Closing (giving effect to the Closing) for unpaid amounts of (i) the aggregate expenses, fees and disbursements of all attorneys, accountants, investment bankers and Securityholders’ Representative of the Company in connection with the negotiation, execution, delivery and performance of this Agreement and any similar expenses, fees and disbursements arising out of or resulting from the negotiation, execution, delivery and performance of this Agreement, (ii) the upfront engagement fee of the Securityholders’ Representative of the Company, (iii) any fees, costs and expenses associated with satisfying any Closing deliverables, including obtaining the release and termination of any Liens or obtaining necessary or appropriate waivers, consents, or approvals of any Governmental Body or third parties on behalf of the Company or any of its Subsidiaries in connection with the transactions contemplated hereby or thereby, which shall include, but not be limited to, the [***] License, as applicable, (iv) the costs, fees, charges and expenses of the D&O Policy (to the extent unpaid by the Company prior to Closing), (v) 50% of the R&W Insurance Policy premiums, fees, commission, taxes, costs and other expenses associated with procuring the R&W Insurance Policy, (vi) [***] of Transfer Taxes (in satisfaction of the Securityholders’ obligations under Section 5.5(a) (Transfer Taxes)) and (vii) any bonus or transaction fee, change of control award, assignment, retention award, compensatory or similar payment, in each case, made pursuant to a Company Plan that becomes payable as a result of transactions contemplated hereby, either alone or in combination with another event (whether payable prior to, on or following the Closing), and, in each case, the employer portion of any employment Taxes, if applicable, with respect to such payments; provided that for the avoidance of doubt, Closing Date Transaction Expenses shall not include the Closing Date Bonus Consideration.

Closing Date Transaction Expenses means the aggregate Transaction Expenses of all Companies at the Closing.

Closing Date Transaction Expenses means actual out-of-pocket costs and expenses (including cash compensation payments and transaction fees) (a) associated with the Closing Date Transactions, (b) associated with any Permitted Acquisition permitted hereunder, including any debt or equity offering related to such Permitted Acquisition (whether or not such Permitted Acquisition or related transaction is consummated), or (c) for all purposes except the definition of “Adjusted EBITDA”, associated with any other offering of debt or equity securities, or acquisition permitted hereunder in each case, with respect to acquisitions, whether incurred by or attributed to the Parent and its Subsidiaries or a Person or business being acquired in the applicable transaction.

Closing Date Transaction Expenses means all Transaction Expenses of the Target Group as of the Effective Time as finally determined in accordance with Section 2.5(d).