Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.
Company Transaction Costs means, without duplication, the unpaid amount of all out-of-pocket fees, costs and expenses incurred by or on behalf of Sellers or the Company on or prior to the Closing solely as a result of the transactions contemplated by this Agreement or the other Transaction Documents, in each case, solely to the extent required to be paid or reimbursed by any of the Company, including (a) all investment banking, legal, consulting and accounting fees and other costs and expenses, (b) any change of control, transaction, retention and similar bonuses and any termination, redundancy, severance and similar payments, in each case payable to any current or former director, officer or employee of the Company solely as a result of the consummation of the transactions contemplated by this Agreement (including any such payment entered into in contemplation of the transactions contemplated by this Agreement), expressly including any costs incurred by the Company in the termination of employment and removal from officer and director roles of the employee set forth on Schedule 6.21(e) and any retention arrangements with any current or former employee of the Company entered into prior to the Closing (excluding any such bonuses or payments payable pursuant to arrangements established at the direction of Buyer or any of its Affiliates) (the bonuses described in this clause (b), the “Employee Transaction Costs”), (c) the employer portion of any payroll, social security or other Taxes required to be paid by the Company in connection with the Employee Transaction Costs and (d) 50% of the Tail Insurance Policies Premium Amount and any additional amount of the Tail Insurance Policies required to be borne by Sellers pursuant to Section 6.5(c); provided, however, Company Transaction Costs shall be calculated without duplication of any amounts to the extent taken into account in the calculation of Debt of the Company or Net Working Capital at Closing; provided, further, that Company Transaction Costs shall not include any other payments made or required to be made pursuant to arrangements entered into by, or at the direction of, Buyer Parties or any of its Affiliates.
Company Transaction Costs means all fees, costs and expenses of any brokers, financial advisors, consultants, accountants, attorneys or other professionals payable by either Company or any Subsidiary in connection with the structuring, negotiation or consummation of the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that Company Transaction Costs shall not include any amounts incurred by the Companies or the Subsidiaries after the date of this Agreement.
Examples of Company Transaction Costs in a sentence
The Company has not paid any amount, or accrued or incurred any Obligation to pay for any cost or expense incurred, with respect to any Seller and Company Transaction Costs and Expenses, except to the extent addressed in an adjustment to the Purchase Price pursuant to this Agreement.
For the avoidance of doubt, the Company shall not pay or otherwise be responsible for any cost or expense incurred in connection with the negotiation, execution, delivery or performance of this Agreement, Seller shall be responsible for Seller and Company Transaction Costs and Expenses and Buyer shall be responsible for the Buyer Transaction Costs and Expenses.
Except as provided in Article 9 or as otherwise expressly provided in this Agreement, each Party will pay all expenses incurred by such Party in connection with the transactions contemplated by this Agreement (whether consummated or not); provided that, for clarity, Sellers shall bear the Company Transaction Costs if the Closing occurs.
No later than three (3) Business Days prior to the Closing Date, the Company shall provide an estimate of the amount, in the aggregate, of all Company Transaction Costs that are to be paid or caused to be paid by Parent at Closing and shall provide Parent with a certificate setting forth (a) the identity of each Person that is to be paid at Closing; (b) the amount owed or to be owed to each such Person; and (c) the bank account and wire transfer information for each such Person.
The fees and expenses of the Appointed Banks and the Independent Bank shall be borne by the Party (either the Company or the Manager) whose calculation of the applicable Fair Market Value is furthest from the amount determined pursuant to this Section 3.4 (and, for the avoidance of doubt, in no case shall any such fees borne by the Company be included in the calculation of Company Transaction Costs).
More Definitions of Company Transaction Costs
Company Transaction Costs. Schedule A, Section 1.2
Company Transaction Costs means all fees, costs and expenses of the Target Companies, in each case, incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other Ancillary Documents and the consummation of the Transactions, including: (a) all change of control bonus payments, transaction, retention or similar payments payable as a result of or in connection with the consummation of the Transactions pursuant to arrangements (whether written or oral) entered into prior to the Closing Date whether payable before (to the extent unpaid), on or following the Closing Date (excluding any “double-trigger” payments that do not entitle any individual to voluntarily terminate employment and receive a payment), and the employer portion of payroll, employment and similar Taxes payable as a result of the foregoing amounts (computed as though all such amounts were payable as of the Closing Date); (b) all severance payments, retirement payments or similar payments or success fees payable pursuant to arrangements (whether written or oral) entered into prior to the Closing Date and which are payable as a result of or in connection with the consummation of the Transactions, whether payable before (to the extent unpaid), on or following the Closing Date (excluding any “double-trigger” payments that do not entitle any individual to voluntarily terminate employment and receive a payment), and the employer portion of payroll, employment and similar Taxes payable as a result of the foregoing amounts (computed as though all such amounts were payable as of the Closing Date); (c) all professional or transaction, deal, brokerage, legal, accounting, financial advisory or any similar fees payable in connection with the consummation of the Transactions (including any fees, costs and expenses related to the Permitted Financing and the Additional Financing, except as otherwise expressly set forth in the definition of Parent Transaction Costs); (d) all costs, fees and expenses related to the D&O Tail; and (e) 50% of the filing fees lawfully payable to or at the request of any Governmental Authority in connection with this Agreement, the Ancillary Documents and the consummation of the Transactions, including any fees in connection with any filings described in Section 6.09 and any filing fees required by the SEC in connection with the filing of the Registration Statement, but excluding, in each case, (i) all other costs, fees and expenses inc...
Company Transaction Costs means all fees, costs and expenses of the Group Companies, in each case, incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Documents and the consummation of the Transactions, whether paid or unpaid prior to the Closing, including any and all professional or transaction related costs, fees and expenses of legal, accounting and financial advisors, consultants, auditors, accountants and brokers.
Company Transaction Costs means, with respect to any Disposition, the sum of the following amounts, incurred or estimated in good faith by the Company and agreed to by the Manager and the Independent Directors as of the consummation of the Disposition and without duplication: (i) the collective amount payable by the Company and its Subsidiaries to outside legal counsel, accountants, financial, technical and other transaction advisors, brokers and other third parties; and (ii) all other out-of-pocket costs and expenses incurred by the Company and its Subsidiaries in connection with Disposition (but, for this purpose, excluding any payments due to the Manager under this Agreement or under the Management Services Agreement).
Company Transaction Costs means Transaction Costs incurred by the Company in connection with the Transactions.
Company Transaction Costs means all of the unpaid fees, expenses and other similar amounts for the provision of services prior to the Closing that have been or are expected to be incurred on behalf of the Company on or prior to the Closing Date in connection with or arising from the Transactions, and any fees of Seller’s counsel, brokers or finders, accountants, investment bankers and other professional advisors and any fees paid or payable to any Governmental Authority or other Person by or on behalf of Seller or the Company, or any obligations for which Buyer could become liable in any manner resulting from the consummation of the Transactions (other than obligations solely incurred by Buyer in connection with the Transactions).
Company Transaction Costs means, among other things, fees and expenses paid or to be paid or accrued or to be accrued from and after December 31, 2020, specifically related to this transactions contemplated by this Agreement for Company’s and Bank’s legal, accounting, financial advisory, proxy solicitation, printing and other professional services, severance and change-in-control expenses, any retention bonuses that Buyer agrees will be paid after consulting with Seller, and any costs associated with the termination of the ESOP and the Company Stock Plan (whether paid or unpaid at such time of calculation that impact capital). For the avoidance of doubt, Company Transaction Costs shall not include: (i) any costs related to the termination of any operating contracts or leases (including core processing agreements) at the instruction of Buyer, unless the need to terminate any such contract or lease arises from the failure of Company or Bank to obtain any requisite consent in connection with the Merger or the transaction contemplated hereby; (ii) any costs of expenses incurred in connection with the termination of Bank’s defined benefit plan; (iii) costs or expenses paid prior to, or accrued for on the Company’s or Bank’s balance sheet as of, December 31, 2020; (iv) any costs incurred in the defense or settlement of any stockholder litigation against the Company and/or its directors and/or its officers relating to the transactions contemplated by the Agreement; (v) any costs related to a negotiation or evaluation of an unsolicited proposal received after December 31, 2020 and (vi) the cost of the break-up fee required to be paid by Company in connection with the termination of the DLP Agreement.