Company Transaction Expense Amount has the meaning provided such term in Exhibit A.
Company Transaction Expense Amount means the aggregate amount of all Transaction Expenses of the Company that have been paid after the Execution Date or that remain unpaid immediately prior to Closing.
Company Transaction Expense Amount means the aggregate amount of all Transaction Expenses that remain unpaid immediately prior to the Closing.
Examples of Company Transaction Expense Amount in a sentence
The Company shall pay, at or prior to the Closing, the Closing Date Company Transaction Expense Amount and the Closing Date Stockholder Liability Amount.
The Closing Date Company Balance Sheet shall be prepared in accordance with GAAP (and will set forth an itemized calculation of the Closing Date Company Transaction Expense Amount in the notes thereto).
If a Dispute Notice is not delivered to Buyer during the Dispute Period, the calculation of the Preliminary Company Transaction Expense Amount set forth in Buyer’s statement shall be deemed accepted and agreed to by the Sellers’ Representative and shall be final and binding (the “Final Company Transaction Expense Amount”) for purposes of this Agreement and shall be non-appealable by the parties hereto.
If Buyer does not deliver the statement of the Preliminary Company Transaction Expense Amount within such period, then the Estimated Company Transaction Expense Amount shall be deemed the Final Company Transaction Expense Amount for all purposes hereunder and shall be non-appealable by the parties hereto.
At the Closing, Buyer shall deliver and pay to the applicable obligees, for and on behalf of Company, amounts sufficient to pay each Company Transaction Expense included in the calculation of the Estimated Company Transaction Expense Amount, in full satisfaction and retirement of such Company Transaction Expenses, as set forth in the Estimated Closing Statement and the Funds Flow Memorandum.
More Definitions of Company Transaction Expense Amount
Company Transaction Expense Amount means the Company Transaction Expense that is outstanding as of the Closing as set forth in the Closing Payment Schedule.
Company Transaction Expense Amount means the aggregate dollar amount of Company Transaction Expenses that remain unpaid immediately after the Closing; provided, however, that the Company Transaction Expense Amount shall not include any amount included in the Closing Indebtedness Amount or the Accrued Tax Amount and that actually resulted in a dollar-for-dollar reduction of the Adjusted Transaction Value.
Company Transaction Expense Amount means the aggregate dollar amount of Company Transaction Expenses that remain unpaid as immediately prior to the Closing; provided, however, that the Company Transaction Expense Amount shall not include any amount included in the Closing Indebtedness Amount, or Closing Working Capital Amount and that actually resulted in a dollar-for-dollar reduction of the Aggregate Consideration. A Person shall be deemed to be engaged in “Competition” if such Person or any of such Person’s Affiliates is engaged in the design, development, production, manufacturing, distribution, provision, license, marketing or sale of any products or services that compete with any products or services (including the Company Products) comprising part of the Business.
Company Transaction Expense Amount means the aggregate dollar amount of Company Transaction Expenses that remain unpaid immediately prior to the Closing (and including, for the avoidance of doubt, any Company Transaction Expenses that are paid by Purchaser on the Company’s behalf at Closing); provided, however, that the Company Transaction Expense Amount shall not include any amount included in the Closing Indebtedness Amount or the Accrued Tax Amount and that actually reflected on a dollar-for-dollar basis in the calculation of the Adjusted Transaction Value. “Company Warrant” means a warrant to purchase Company Ordinary Shares from the Company. “Confidential Information” means: (a) all information that is owned, used or possessed by the Acquired Companies as of the Closing in connection with the Business, held in any form, and any related goodwill; (b) all information that is owned, used or possessed by Purchaser or any of Purchaser’s Affiliates as of the Closing in connection with its business, held in any form, and any related goodwill; and (c) the terms the Transaction Documents (other than this Agreement following the filing of this Agreement with the SEC, to the extent filed with the SEC), and all information relating to the discussions and negotiations among Sellers, the Acquired Companies, Purchaser and their respective Representatives or otherwise concerning the Contemplated Transactions. “Confidentiality Agreement” means the Confidentiality Agreement by and between Purchaser and the Company dated as of June 4, 2023. “Consent” means any approval, consent, ratification, permission, waiver, Order or authorization (including any Permit). “Contemplated Transactions” means all transactions contemplated by the Agreement (including the Share Purchase) and all transactions contemplated by the agreements, plans and other documents entered into or delivered in connection with, or referred to in, the Agreement.
Company Transaction Expense Amount has the meaning provided such term in Exhibit A. “Company’s Marks” has the meaning provided such term in Section 6.19(a). “Condemnation” has the meaning provided such term in Section 6.12(a). “Confidential Material” means all information (written or oral) that is confidential, proprietary or not otherwise generally available to the public that relates solely to the Company or any of its Subsidiaries. The term “Confidential Material” shall not include (a) information that is or becomes generally available to the public, other than as a result of disclosure by a Seller, its Affiliates or Representatives in violation of this Agreement, (b) information that is or becomes available to such Seller or its Representatives from a Person other than Buyer, the Company or the Company’s Subsidiaries on a non‑confidential basis, provided, that such Person was not known by such Seller, its Affiliates or Representatives to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Buyer, the 3
Company Transaction Expense Amount has the meaning provided such term in Exhibit A. “Company Transaction Expenses Summary” has the meaning provided such term in Section 8.2(d). “Confidentiality Agreement” means the letter agreement dated May 11, 2022, between Seller and Summit Midstream Partners, LP. “Confidential Information” has the meaning provided such term in Section 6.9. “Consolidated Group” means any affiliated, combined, consolidated, unitary or similar group with respect to any Taxes, including any affiliated group within the meaning of Section 1504 of the Code electing to file consolidated U.S. federal income Tax Returns and any similar group under foreign, state or local Law. “Contract” means any agreement, lease, license, note, evidence of indebtedness, mortgage, security agreement, legally binding commitment or bid, instrument or other legally binding arrangement, whether written or oral. “Corporate Encumbrances” means (a) any transfer restrictions imposed by federal and state securities Laws, (b) any transfer restrictions contained in the Organizational Documents of any Company Group Member existing as of the Execution Date, or (c) Liens in connection with this Agreement arising by, through or under Buyer or any of its Affiliates. “Damages” has the meaning provided such term in Section 6.3(c). “Data Room” means the “Datasite” data site maintained by Seller and its Representatives in connection with the transactions contemplated by this Agreement. “Determination Date” has the meaning provided such term in Section 2.3(e). “Dollars” and “$” mean the lawful currency of the United States. “Due Diligence Information” means the information provided or made available by Seller and the Company Group to Buyer or its Affiliates or their respective Representatives, including any information, document or other material provided or made available, or statements made, to Buyer or its Affiliates or their respective Representatives during site or office visits, in the Data Room, during management presentations or in supplemental due diligence information provided to Buyer or its Affiliates or their respective Representatives in connection with discussions or access to management of Seller or the Company Group or in any other form in expectation of the transactions contemplated by this Agreement. “Engineering Firm” has the meaning provided such term in Section 6.10(a). “Environmental Law” means any and all Laws pertaining to or regulating pollution, environmental protection, natural resource da...
Company Transaction Expense Amount means the aggregate amount of all Transaction Expenses of the Company Group members that remain unpaid immediately prior to Closing or become payable due to Closing and that remain outstanding after Closing. (iv) “Current Assets” means total current assets, including Cash, deposits and prepaid expenses, revenue receivables, inventory, other receivables and accrued income that are reasonably expected to be realized in Cash or sold in the ordinary course of business; provided that “Current Assets” shall not include (a) any deferred Tax assets or (b) any prepaid expenses that do not relate to corresponding obligations of any Company Group Member after the Closing, including any prepaid insurance amounts. (v) “Current Liabilities” means total current liabilities, including (i) trade account payables, (ii) current period Taxes (including property Taxes) accrued but not yet paid as of the Closing, (iii) accrued bonuses for Company Service Providers and (iv) accrued liabilities that are reasonably expected to become due within one year for known obligations; provided that “Current Liabilities” shall not include (a) reserves for deferred Taxes established to reflect timing differences between book and Tax items, (b) any liabilities that constitute Capital Expenditures, (c) any accounts payable related to Capital Expenditures incurred in connection with Seller’s obligations under Section 6.20 of the Agreement, (d) any Transaction Expenses, (e) Closing Debt and (f) the potential payment obligation in Section 10.2(a)(ii) of the Agreement. (vi) “Measurement Time” means 11:59 pm Mountain Time on the Business Day immediately preceding the Closing Date. (vii) “Net Working Capital” means, with respect to any time of determination, an amount of Dollars (expressed as a positive or negative number, as applicable) equal to (i) Current Assets of the Company Group minus (ii) Current Liabilities of the Company Group. (viii) “Target Net Working Capital” means $700,000. (ix) “Transaction Expenses” means (a) all amounts payable by any Company Group Member or Seller for all out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement and any Transaction Document, including in connection with the preparation for, negotiating or consummation of the transactions contemplated herein, including fees, costs and expenses for legal counsel, accountants, investment banking firms, and other professional and third party advisors; and (b) severanc...