Company Transaction Expense means a Transaction Expense which the Company is obligated to pay and which remains unpaid as of the Closing; provided, however, that, notwithstanding anything in this Agreement to the contrary, any Transaction Expense included in the Closing Indebtedness Amount shall not be a Company Transaction Expense.
Company Transaction Expense means any Expense, whether paid or incurred prior to the date of the Agreement, during the Pre-Closing Period or at or after the Closing (and whether or not invoiced prior to the Closing), incurred or borne by or on behalf of any Acquired Company, or to or for which any Acquired Company is or becomes subject or liable, in connection with any of the Contemplated Transactions, including: (a) any Expense paid or payable by any Acquired Company to legal counsel or to any financial advisor, investment banker, consultant, broker, accountant or other Person that performed services for or provided advice to any Acquired Company or any Representative of any Acquired Company, or who is otherwise entitled to any compensation or payment from any Acquired Company, in connection with any of the Contemplated Transactions; (b) any Expense described in Section 12.4, including the Company’s portion of the fees and expenses referred to in both of the provisos thereto; (c) any Expense relating to the D&O Tail (including any premium paid or payable for the D&O Tail); (d) any Expense that arises or is expected to arise, or is triggered or becomes due or payable, as a direct or indirect result of, or in contemplation of, the consummation (whether alone or in combination with any other event or circumstance) of any of the Contemplated Transactions, including any change-in-control payment, stay bonus, retention payment, discretionary bonus, severance Expense or sum that may become payable pursuant to any “single trigger” or “double trigger” severance arrangement, bonus or similar payment, including, for the avoidance of doubt, the Ungranted Equity Award Cancellation Amount and excluding, for the avoidance of doubt, the Prorated Bonus Amount; (e) any Expense incurred by or on behalf of any stockholder of any Acquired Company or Representative of any Acquired Company in connection with or relating to the Agreement or any of the Contemplated Transactions or the process resulting in such transactions that any Acquired Company is or will be obligated to pay or reimburse before, at or after the Closing; (f) any Employment Tax; (g) any Expense incurred to obtain any third-party Consent under any Company Contract or from any Governmental Entity as a result of or in connection with any of the Contemplated Transactions; (h) any Expense incurred in connection with the data room established in connection with the Contemplated Transactions; and (i) any Expense incurred in connection with the a...
Company Transaction Expense means any fee, expense or cost which the Company is obligated to pay in connection with the consummation of the Merger, this Agreement, the other Transaction Documents and the performance and compliance with all agreements and conditions contained herein or therein to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants, due diligence expenses, advisory and consulting fees, underwriting and other third-party fees, in each case, to the extent not paid prior to the Reference Time.
Examples of Company Transaction Expense in a sentence
Notwithstanding anything to the contrary contained in this Agreement, this Section 1.8 shall not interfere with or impede the operation of, or otherwise limit the indemnification or other obligations of any Indemnitor pursuant to Article X with respect to any Company Indebtedness, Accrued Tax Amount or Company Transaction Expense that was not included on the Estimated Closing Statement or in any adjustment pursuant to this Section 1.8.
Neither Buyer nor its Affiliates (which shall include, after the Closing, the Acquired Companies), will be liable on or after the Closing for any Company Transaction Expense.
The premium for such insurance policy shall be paid by the Company and shall be deemed to be a Company Transaction Expense.
The Closing Balance Sheet shall: (i) be prepared in accordance with the Accounting Principles and (ii) set forth in reasonable detail the calculation of the Closing Cash Amount, the Closing Indebtedness Amount, the Company Transaction Expense Amount, the Closing Working Capital Amount, any Working Capital Surplus Amount, any Working Capital Shortfall Amount and the Accrued Tax Amount in a manner consistent with the definitions thereof and otherwise in accordance with the terms of this Agreement.
More Definitions of Company Transaction Expense
Company Transaction Expense means all fees, costs and expenses that have been incurred or that are incurred by or on behalf of the Company prior to or at the Closing in connection with the preparation, negotiation and execution of this Agreement (or any of the ancillary agreements) and the performance and consummation of the Merger and the other transactions contemplated by this Agreement, including (a) any fees, costs or expenses payable to the Company Counsel or to any financial advisor, investment bank, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in each case, in connection with this Agreement or any of the transactions contemplated by the Agreement, (b) any fees, costs, expenses, severance, liabilities or obligations that arise, are triggered or become due or payable in whole or in part to employees or consultants as a direct result of the consummation of the Merger or any of the other transactions contemplated by the Agreement, including any payments paid or payable in exchange for the termination of Company Options, (c) any Transaction Payroll Taxes and (d) the Company Stockholders share of the initial fees to the Escrow Agent (i.e., $2,250), but excluding the Tail Insurance Coverage.
Company Transaction Expense means a Transaction Expense which any Group Company is obligated to pay and which remains unpaid as of the Closing.
Company Transaction Expense means each of the following Expenses (whether or not incurred on or before the Agreement Date, during the Pre-Closing Period or at or after the Closing, whether or not invoiced before the Closing and whether or not paid before the Closing) incurred by or on behalf of any Acquired Company, or to or for which any Acquired Company was, is or becomes subject or liable, in connection with or relating to the Agreement, the Share Issuance Agreement or any of the Contemplated Transactions or the process resulting in such transactions: (a) Expenses described in Section 10.4(b); (b) any Expense paid or payable to outside legal counsel or to any financial advisor, investment banker, consultant, broker, accountant or other Person who performed services for or on behalf of, or provided advice to, any Acquired Company or any Representative of any Acquired Company, or who is otherwise entitled to any compensation or payment from any Acquired Company, in connection with or relating to the Agreement, the Share Issuance Agreement or any of the Contemplated Transactions or the process resulting in such transactions; and (c) any Expense incurred by or on behalf of any securityholder or Representative of any Acquired Company in connection with or relating to the Agreement, the Share Issuance Agreement or any of the Contemplated Transactions or the process resulting in such transactions that any Acquired Company paid or pays, or reimbursed or reimburses, or was, is or will be obligated to pay or reimburse. For clarity, the term “Company Transaction Expense” shall not be deemed to include any payment required to be made to the counterparty to a Material Contract (as such term is defined in the Share Issuance Agreement) for the purpose of inducing such counterparty to grant to the Company a Consent required to be obtained in connection with the Contemplated Transactions or any payment required to be made to a Governmental Entity for the purpose of inducing such Governmental Entity to grant a Governmental Authorization required to be obtained in connection with the Contemplated Transactions. “Company Warrant” means a warrant to purchase Company Shares from the Company. “Computer Software” means computer software, data files, source and object codes, APIs, tools, user interfaces, manuals and other specifications and documentation and all know-how relating thereto. “Confidential Information” includes: (a) any information that is owned, used or possessed by any Acquired Company as of...
Company Transaction Expense means (a) any fee, cost or expense which any of the Group Companies is obligated to pay in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including all of the Group Companies’ costs and expenses incident to the negotiation and preparation of this Agreement and the other Transaction Documents and the performance and compliance with all agreements and conditions contained herein or therein to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants, due diligence expenses, advisory and consulting fees, underwriting and other third-party fees; provided , however, that up to $300,000 in the aggregate of any fees, costs or expenses incurred by the Company incident to assisting Parent with any or all of the Debt Financing, the Investor Agreements and the Proxy Statement (including the fees, costs or expenses of its counsel related thereto) shall not be considered to be a Company Transaction Expense or a Parent Transaction Expense; (b) any amounts necessary to satisfy and discharge in full all income Tax liabilities attributable to the Pre-Closing Tax Period (determined in accordance with Section 11.04(a) ) and any non-income Tax liabilities attributable to the Pre-Closing Tax Period (determined in accordance with Section 11.04(b) ) to the extent such non- income Taxes are not reflected in the most recent Monthly Financial Statements or, for periods after the date of the most recent Monthly Financial Statements, not incurred in the Ordinary Course of Business, and (c) the Main Street and Prudential Consideration, plus , if applicable and without duplication, the additional$500,000 cash payment required to be made under the Main Street and Prudential Agreement, plus the fees and expenses of legal counsel of Main Street and Prudential for which the Group Companies or Parent have a reimbursement obligation, through the Closing Date, pursuant to the Main Street and Prudential Agreement.
Company Transaction Expense means all fees, expenses, costs and payments incurred by or on behalf of the Company and/or its Subsidiaries in connection with the authorization, negotiation and execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby at or prior to the Effective Time (but which are not paid at or prior to the Effective Time) or for which the Company or its Subsidiaries is or may be liable, including, without limitation, (i) obligations of the Company or its Subsidiaries under or in connection with any severance arrangements, stay bonuses, incentive bonuses, transaction bonuses, termination and change of control arrangements and similar compensation obligations that were incurred pursuant to Contracts entered into prior to the Closing and are payable to any Person upon, or in connection with, the transactions contemplated hereby; (ii) the employer-paid portion of any employment and payroll Taxes that are imposed on the Company or its Subsidiaries in connection with the payment of the Closing Purchase Price or any of the obligations pursuant to clause (i), including the employer-paid portion of any employment and payroll Taxes arising out of payments to the Company UAR Holders; (iii) one hundred percent (100%) of the fees and expenses of the D&O Tail or any other run-off or tail policy; and (iv) fifty percent (50%) of the fees and expenses of the Escrow Agent.
Company Transaction Expense has the meaning set forth in Section 10.1.
Company Transaction Expense means any Expense, whether incurred prior to the Agreement Date, during the Pre-Closing Period or at or after the Closing (only to the extent remaining unpaid as of immediately prior to the Closing) (and whether or not invoiced prior to the Closing), incurred or borne by or on behalf of any Acquired Company, or to or for which any Acquired Company is or becomes subject or liable, in connection with the negotiation and execution of this Agreement or the consummation of any