Company Transaction Expenses definition

Company Transaction Expenses means, without duplication, all out-of-pocket fees and expenses paid or payable by (whether or not billed or accrued for) as a result of or in connection with the Company’s negotiation, documentation and consummation of this Agreement and the transactions contemplated hereby or investigating or pursuing a going-public transaction including: (i) fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (ii) change-in-control payments, stay, sale or transaction bonuses, retention payments, severance or similar compensatory payments payable to any current or former employee, consultant, independent contractor, officer, or director as a result of the transactions contemplated hereby, including the employer portion of payroll Taxes arising therefrom (including any employment Taxes deferred under any COVID-19 Response Law), (iii) 50% of the filing fees payable to the Antitrust Authorities and SEC in connection with the transactions contemplated hereby, (iv) 50% of the fees incurred in connection with the PIPE Investment (or any Alternative PIPE Investment), (v) amounts owing or that may become owed, payable or otherwise due (whether or not accrued), directly or indirectly, in connection with the consummation of the transactions contemplated hereby, including fees, costs and expenses related to obtaining any consents required to be obtained hereunder, (vi) the Cash Transaction Bonus Amount, and (vii) such expenses detailed in (i) through (vi) incurred by Affiliates of the Company in connection with the transactions contemplated herein. For the avoidance of doubt, Company Transaction Expenses shall exclude (i) Indebtedness and (ii) any payments that are payable pursuant to an agreement or other arrangement entered into by or at the direction of Acquiror or its Affiliates.

Company Transaction Expenses means the fees, costs and expenses incurred by the Target Companies in connection with the negotiation, preparation and performance of, and compliance with the terms of, this Agreement and the consummation of the transactions contemplated hereby to the extent unpaid as of the Closing.

Company Transaction Expenses means the cumulative fees and expenses incurred by the Company and any of its Subsidiaries in connection with the Transactions, including fees and expenses for services rendered to the Company for the Company’s financial and legal advisers, financial printer, proxy solicitor, transfer agent and virtual data room provider.

Examples of Company Transaction Expenses in a sentence

• Such certificate shall include a reasonably detailed calculation and description of how the Estimated Net Working Capital was determined, the amount of such Estimated Net Working Capital and the amount of such Estimated Closing Cash, Estimated Company Transaction Expenses and Estimated Closing Indebtedness, and Estimated Initial Transaction Bonus Amount and shall be used in the determination of the Closing Date Purchase Price, together with reasonable supporting documentation therefor.

• The Stockholders’ Representative and its accountants will have reasonable access during normal business hours and upon reasonable notice to the books, records, work papers and other financial information of the Surviving Corporation related solely to the preparation of the Closing Balance Sheet, the calculation of Closing Working Capital, Closing Cash, Company Transaction Expenses, Closing Indebtedness and Initial Transaction Bonus Amount and the Schedule of Adjustments.

• Any Company Transaction Expenses incurred by the Company and unpaid at or prior to the Closing, however arising, shall be paid by the Stockholders without contribution by the Company, the Surviving Corporation, Merger Sub or Parent (i) through an adjustment to the Closing Date Purchase Price, or (ii) by the Stockholders in cash by wire transfer of immediately available funds, to an account designated in writing by Parent.

• Except as set forth on Schedule 4.16 of the Company Disclosure Schedules (the fees, disbursements and expenses of such entity shall be considered Company Transaction Expenses), none of the Stockholders, the Company or any of the Company’s Subsidiaries is obligated for the payment of fees or expenses of any broker or finder in connection with the origin, negotiation, or execution of this Agreement or the other transaction documents or in connection with any transaction contemplated hereby or thereby.

• The failure of the Stockholders’ Representative to submit a Dispute Notice to Parent within such 30-day period (as the same may be extended pursuant to the immediately preceding sentence) shall be deemed acceptance of the Closing Balance Sheet as well as the calculation of Closing Working Capital, Closing Cash, Company Transaction Expenses, Closing Indebtedness and Initial Transaction Bonus Amount and the Schedule of Adjustments.

More Definitions of Company Transaction Expenses

Company Transaction Expenses means all fees, costs or expenses accrued, incurred or paid or payable by the Company (whether on behalf of itself or on behalf of any of the Securityholders or the Securityholders’ Representative) in connection with the transactions contemplated hereby, including with respect to financial, accounting, tax and legal advisors to such Persons.

Company Transaction Expenses means all fees, costs and expenses incurred by the Company or its Subsidiary on account of services provided by any third party to the Company or its Subsidiary at or prior to the Closing, in each case, in connection with the transactions contemplated hereby, including (i) the fees and expenses of any financial advisor, any law firm, any accounting firm or any other representative; (ii) any change of control, success, transaction, retention, bonus or similar payments or any severance payments or other compensatory payments, in each case, that are due to any employee, officer or director of the Company or its Subsidiary or any other third party to which the Company or its Subsidiary has an obligation with respect thereto, directly or indirectly, as a result of and in connection with the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, along with the employer portion of any Taxes attributable to such payments (but excluding any “double-trigger” payments (and any related employer Taxes) payable to any such Person triggered as a result of the termination of any employee, officer or director of the Company or its Subsidiary after the Closing); and (iii) any payments made to or upon termination of, and any fees and expenses owing in respect of, any Affiliate Agreements which are to be terminated pursuant to the terms hereof at the Closing; provided that, for the avoidance of doubt, in no event shall “Company Transaction Expenses” be deemed to include any fees, costs and expenses owed, paid or payable to any Person to the extent incurred at the direction of Purchaser or any of its Affiliates or otherwise relating to Purchaser’s and/or any of its Affiliates’ financing for the transactions contemplated hereby and/or any indebtedness arranged by Purchaser and/or any of its Affiliates. Company Transaction Expenses shall not include the Retention Bonus Amount.

Company Transaction Expenses has the meaning set forth in Section 11.5.

Company Transaction Expenses means, collectively, the Transaction Expenses incurred by the Company, Sellers, and their respective Affiliates in connection with the transactions contemplated by the Transaction Agreements.

Company Transaction Expenses means all costs and expenses incurred by the Company and its Subsidiaries in connection with the contemplated sale of the Company, the preparation, execution and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including all fees and out of pocket expenses of all Representatives of the Company and its Subsidiaries, including attorneys, accountants, and financial advisors, but excluding (i) all items which are included in Parent Transaction Expenses and (ii) any such amounts paid prior to the Effective Time.

Company Transaction Expenses means Transaction Expenses of the Company.

Company Transaction Expenses means all fees, costs and expenses of the Company incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement and the Transaction Documents, the performance and compliance with all Transaction Documents and conditions contained herein to be performed or complied with at or prior to the Closing, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of the Company, whether paid or unpaid as of the Closing.