Closing Transaction Expenses Amount definition

Closing Transaction Expenses Amount means the outstanding Transaction Expenses as of the Closing.
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Closing Transaction Expenses Amount means the aggregate amount of all unpaid Transaction Expenses as of the close of business on the day immediately preceding the Closing Date plus, without duplication, the amount of any such Transaction Expenses that will become due and payable solely as a result of the consummation of the Merger or any other Contemplated Transaction; provided, that sub-clause (d) of the Accounting Policies shall apply to the calculation of Closing Transaction Expenses Amount.
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Closing Transaction Expenses Amount means the aggregate amount of all unpaid Transaction Expenses as of immediately prior to the Closing, as determined in accordance with Section 2.09; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, if the Closing Transaction Expenses Amount (or any item constituting a Transaction Expense) is reduced at any time after the Reference Time but prior to as of immediately prior to the Closing, the amount of such reduction to the Transaction Expenses shall be deemed to still be outstanding as of immediately prior to the Closing for purposes of calculating the Closing Transaction Expenses Amount and determining the Aggregate Closing Merger Consideration.
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Examples of Closing Transaction Expenses Amount in a sentence

  • The Company shall consider in good faith all comments or objections Parent has with respect to the Final Closing Transaction Expenses Amount or any component thereof.

  • At the Effective Time, Buyer (on behalf of the Surviving Corporation) will pay or, to the extent the Surviving Corporation has sufficient immediately available funds at such time, instruct the Surviving Corporation to pay, the Closing Transaction Expenses Amount, as set forth in the Estimated Closing Statement, by wire transfer of immediately available funds to the accounts designated by the Company.

  • The determination of Closing Working Capital, the Closing Cash Balance, the Closing Transaction Expenses Amount, the Transaction Tax Benefits and the Closing Debt Amount reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Policies (to the extent applicable by the terms of the Accounting Policies or the definitions set forth herein).

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  • Except as otherwise provided herein, each of the parties shall bear its own costs and expenses related to the Contemplated Transactions, whether or not the Contemplated Transactions are consummated; provided, however that, at the Closing, the Closing Transaction Expenses Amount shall be paid in accordance with Article 3.

  • As promptly as possible and in any event within 60 calendar days after the Closing Date, the Company will prepare or cause to be prepared, and will provide to the Sellers’ Representative, a written statement setting forth in reasonable detail its proposed final determination of the Closing Working Capital, the Closing Cash Balance, the Closing Transaction Expenses Amount, the Transaction Tax Benefits and the Closing Debt Amount (the “ Proposed Final Closing Statement ”).

  • The Proposed Final Closing Balance Sheet and the determination of Closing Working Capital, the Closing Cash Balance, the Closing Transaction Expenses Amount and the Closing Debt Amount reflected on the Proposed Final Closing Statement will be based on the books and records of the Acquired Companies and prepared in accordance with the Accounting Policies and this Agreement (including the relevant definitions as provided herein).

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  • Harbormaster Eliason noted that there would be an assembly meeting April 9, 2020 at 6:00pm, to discuss economic impacts related to COVID-19.

  • If the Final Closing Transaction Expenses Amount is less than the Estimated Closing Transaction Expenses Amount by more than $500,000.00 (such shortfall over $500,000, the “Closing Transaction Expenses Amount Shortfall”, then the per Unit Merger Consideration of$9,838 specified in Section 2.5(a) shall be increased by an amount equal to the quotient obtained by dividing the Closing Transaction Expenses Amount Shortfall by 167,557.


More Definitions of Closing Transaction Expenses Amount

Closing Transaction Expenses Amount means all of the Transaction Expenses of DERMAdoctor and the Sellers as of 12:01 a.m. Central Time on the Closing Date.
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Closing Transaction Expenses Amount has the meaning specified in Section 4.5(a).
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Closing Transaction Expenses Amount means the aggregate amount of all unpaid Transaction Expenses as of the close of business on the day immediately preceding the Closing Date plus, without duplication, the amount of any such Transaction Expenses that will become due and payable solely as a result of the consummation of the Merger or any other Contemplated Transaction; provided , that sub-clause (d) of the Accounting Policies shall apply to the calculation of Closing Transaction Expenses Amount.
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Closing Transaction Expenses Amount means the aggregate amount of the Transaction Expenses as of the Measuring Time and calculated in accordance with IFRS. For the avoidance of doubt, Closing Transaction Expenses Amount shall not include any amount included in the Closing Finished Goods Inventory Amount, the Raw Materials Inventory Amount, the Closing Indebtedness Amount or the Closing Cash Amount.
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Related to Closing Transaction Expenses Amount

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

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

  • Seller Transaction Expenses means the fees and expenses (including legal, accounting, investment banking, advisory and other fees and expenses) of the Acquired Companies and the Sellers incurred in connection with the negotiation and the consummation of the Contemplated Transactions.

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • 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).

  • Transaction Expenses means any fees, costs, or expenses incurred or paid by Holdings, the Borrower, or any of their respective Affiliates in connection with the Transactions, this Agreement, and the other Credit Documents, and the transactions contemplated hereby and thereby.

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Acquisition Expenses means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.

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

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Post-Closing Straddle Period has the meaning set forth in Section 6.03(e).

  • Closing Cash has the meaning set forth in Section 2.11(a).

  • Post-Closing Adjustment Amount shall have the meaning set forth in Section 2.4(a).

  • Expense Amount As defined in Section 11.01(b) hereof.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Liquidation Expenses With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

  • Estimated Closing Cash has the meaning set forth in Section 2.3(a).

  • Final Closing Cash has the meaning set forth in Section 2.5(d).