Company Fees and Expenses means the sum, without duplication, of (a) investment banking, legal, accounting and other fees and expenses incurred by the Company or any Company Subsidiary in connection with or related to the transactions contemplated by this Agreement, (b) any compensation payable by the Company or any Company Subsidiary to any director, officer, employee, agent, consultant or advisor solely as a result of the transactions contemplated by this Agreement, including change in control payments, retention or “stay” bonuses offered by the Company that are intended to induce employees of the Company or any of the Company Subsidiaries to remain employed by the Company or any of the Company Subsidiaries through the Closing (if any), special or closing bonuses or similar payments, including any employer portion of payroll Taxes related thereto (excluding any payments made pursuant to Section 2.11), (c) any fees, costs and expenses (including any Restructuring Taxes but excluding any Indemnifiable Restructuring Taxes and Taxes accounted for in Current Income Taxes) incurred by the Company or any Company Subsidiary in connection with or related to the Restructuring, (d) any Acquisition Transfer Taxes that are allocated to the Company (whether due before or after the Closing Date), (e) any payroll Taxes payable by the Company or any Company Subsidiary after the Closing Date which would have been payable by the Company or such Company Subsidiary on or prior to the Closing Date but for the deferral of such Taxes pursuant to Section 2302 of the CARES Act and (f) any fees, costs and expenses (including any Taxes) incurred by the Company or any Company Subsidiary in connection with or related to the UAE Consolidation, in the case of each item in the foregoing clauses (a) through (e), to the extent such item (A) has not been paid by the Company, any Company Subsidiary, RLI or any Selling Stockholder as of immediately prior to the Closing Date and (B) other than in respect of Taxes, was incurred by the Company or any Company Subsidiary as of immediately prior to the Closing Date.
Company Fees and Expenses means the unpaid fees and expenses incurred by the Company in connection with or related to the transactions contemplated by this Agreement, which fees and expenses as of the date of this Agreement are listed on Schedule II hereto (which shall include all fees and expenses payable by the Company in connection with obtaining the waivers, permits, consents, approvals or other authorizations, and effecting all of the registrations, filings and notices, referred to in Schedule 5.2(d)).
Company Fees and Expenses shall have the meaning set forth in ------------------------- Section 9.4(a).
Examples of Company Fees and Expenses in a sentence
We typically deduct Company Fees and Expenses from undrawn Loan Proceeds; however, if insufficient Loan Proceeds remain available to cover those amounts, we will invoice the Developer directly for those fees and expenses.
We typically deduct these Company Fees and Expenses from undrawn Loan Proceeds; however, if insufficient Loan Proceeds remain available to cover those amounts, we will invoice the Developer directly for those fees and expenses.
From the date hereof until the Adjustment Calculation Time, the Company shall be entitled to utilize any and all available Cash and Cash Equivalents of the Company and the Company Subsidiaries to pay Company Fees and Expenses or repay outstanding Indebtedness for Borrowed Money of the Company and the Company Subsidiaries.
All Company Fees and Expenses that remain unpaid immediately prior to the Effective Time and which have been deducted from Closing Date Merger Consideration shall be paid by Parent or the Surviving Company to such Persons, in such amounts, on such dates, and, as applicable, to such bank accounts as specified in the Company Fees and Expenses Payment Schedule.
The Adjustment Items as finally determined pursuant to this Section 2.7(b), are referred to herein as the "Final Company Cash and Cash Equivalents," "Final Tax Benefit Amount," "Final Company Working Capital," "Final Company Fees and Expenses," "Final Indebtedness for Borrowed Money" and "Final Income Taxes," respectively.
More Definitions of Company Fees and Expenses
Company Fees and Expenses means, collectively, without duplication, (i) costs, commissions, fees and expenses incurred by the Company or any Company Subsidiary in connection with or related to the transactions contemplated by this Agreement, including (A) investment banking, legal and accounting fees and expenses, (B) any compensation payable by the Company to any current or former director, officer, employee, agent, consultant or advisor as a result of the transactions contemplated by this Agreement, including change in control payments, severance payments (but excluding “double trigger” severance), retention or “stay” bonuses intended to induce employees of the Company to remain employed by the Company through the Closing (if any), special or closing bonuses or similar payments, (ii) the employer portion of all payroll Taxes associated with any of the amounts described in the preceding clause (i)(B) and any amounts payable by the Company or any Company Subsidiary to offset or gross up any excise or income Taxes related thereto and (iii) fifty percent (50%) of the aggregate amount of the premium paid for the R&W Insurance Policy; provided, that in the case of subsections (i) and (ii), solely to the extent such amounts have not been paid immediately prior to the Closing. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, the term “Company Fees and Expenses” shall not include amounts included in the calculation of Excluded Liabilities.
Company Fees and Expenses means (a) the aggregate amount of all fees, costs, and expenses incurred or payable by the Company or any Company Subsidiary to a third party, any Affiliate or Equityholder (excluding payments pursuant to Section 2.4), or any director, officer or employee (but solely as set forth in clause (ii) below with respect to payments to directors, officers and employees in their capacities as such) in connection with or related to the transactions contemplated by the Agreement (including those that become due and payable at or after the Effective Time pursuant to contracts or other arrangements entered into by or on behalf of the Company or any Company Subsidiary prior to the Effective Time in connection with or related to the transactions contemplated hereby), including (i) all investment banking (including the Bankers' Fees), broker, legal, accounting, transfer agent and advisor fees and expenses incurred or payable by the Company or any Company Subsidiary in connection with or related to the transactions contemplated by this Agreement, in each case whether or not accrued or invoiced and (ii) anycompensation payable by the Company or any Company Subsidiary to any director, officer, employee, agent, consultant oradvisor solely as a result of the transactions contemplated by this Agreement, including the portion of the Retention Bonuses payable by the Company at Closing pursuant to the Retention Bonus Program (which constitutes 50% of the Retention Bonuses), severance and incentive payments that do not require any termination or separation from service following the Closing before they become payable or, if they do require any such termination or separation of service before they become payable, such termination or separation of service occurs as of the Effective Time (without any action by Parent or, following the Closing, the Surviving Company as an Affiliate of Parent), change in control payments (including any "excess parachute payment" within the meaning of Section 280G of the Code, adverse Tax penalties imposed thereon and any requirement to pay a Tax gross-up orsimilar make-whole payment), other retention or "stay" bonuses intended to induce employees of the Company or the Company Subsidiaries to remain employed by the Company or the Company Subsidiaries through the Closing (if any), special or closing bonuses or similar payments (excluding any payments made pursuant to Section 2.4 and excluding the portion of the Retention Bonuses payable by Parent on the s...
Company Fees and Expenses means all unpaid fees, expenses, disbursements and other similar amounts of legal counsel (including Xxxxx Xxxx LLP), accountants, advisors (including Xxxxxxx, Sachs & Co.), banks, lenders and other experts, incurred by or on behalf of the Company, any Subsidiary or any Stockholder or any Affiliate thereof, in connection with the negotiation, drafting and performance of this Agreement and the Escrow Agreement, the diligence and investigation of the transactions contemplated hereby and thereby, each of the documents related to the consummation of the transactions contemplated hereby and thereby and each of the other exhibits and schedules hereto and thereto, together with fees and expenses in connection with any filing with any governmental authority made or required to be made by the Company or any of its Subsidiaries.
Company Fees and Expenses means the total amount, regardless of whether such amounts are paid or remain unpaid as of the Closing, of (i) any legal, accounting, broker’s, investment banker, dataroom provider, financial printer and any other similar fees and expenses paid or incurred by the Company or any stockholder of the Company through the date of the Closing (to the extent that the Company is responsible for the payment thereof) in connection with this Agreement and the Ancillary Agreements, including, without limitation, preliminary discussions, term sheet negotiations and discussions with third parties, the execution of this Agreement and the Ancillary Agreements, the performance of its obligations hereunder and thereunder and the consummation of the Transaction and other transactions contemplated hereby and thereby, (ii) the cost of the Tail Policy, and (iii) all amounts (including any associated Taxes required to be paid by the Company with respect thereto, but excluding any amounts in respect of severance for any employee to the extent severance for such employee has already been funded in the applicable statutory severance or management insurance plan) payable under any Company Employee Plan that is a change in control, retention, termination, severance, stay bonus or similar plan, program, agreement or arrangement, in each case, that is payable to any employee, (other than amounts payable pursuant to Employment Agreements and amounts payable in connection with the acceleration of Company Options contemplated by Section 1.11(a)) in connection with the Transaction.
Company Fees and Expenses means all unpaid fees, expenses, disbursements and other similar amounts, of legal counsel (including Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx), accountants, advisors, banks, lenders and other experts incurred by or on behalf of the Company, or any Subsidiary of the Company, in connection with the negotiation, drafting and performance of this Agreement and the Escrow Agreement, the diligence and investigation of the transactions contemplated hereby and thereby, each of the documents related to the consummation of the transactions contemplated hereby and thereby and each of the other exhibits and schedules hereto and thereto, together with fees and expenses in connection with any filing with any Governmental Authority made or required to be made by the Company or any of its Subsidiaries.
Company Fees and Expenses means any of the following, in each case to the extent unpaid as of the Effective Time: (a) out-of-pocket legal, accounting, broker’s, investment banker and other fees and expenses incurred by the Company in connection with the negotiation and execution of this Agreement and the consummation of the Merger and other transactions contemplated hereby and thereby (except for amounts to be paid at the time of payment of a Milestone Payment or the PRV Payment pursuant to Section 2.12(i)), (b) all retention, stay, change of control or similar bonuses, or any severance obligation to an employee of the Company, that is due and payable by the Company contingent solely upon the consummation of the Merger, (c) bonuses with respect to each Company employee’s performance since January 1, 2015 through the Closing Date and (d) such other items as may be referred to as “Company Fees and Expenses” in the Consideration Spreadsheet, in each case, determined in a manner consistent with the Illustrative Consideration Spreadsheet.
Company Fees and Expenses has the meaning set forth in Section 5.6.