Company Transaction Fees means all (a) fees, costs and expenses payable by the Company relating to any fee agreements with H.I.G. Capital LLC and its Affiliates, including without limitation, any accrued, but unpaid management fees; (b) investment banking, broker, legal, accounting or consulting fees, costs and expenses in connection with the transactions contemplated by this Agreement or the sale of the Company; (c) transactional bonuses that become due as a result of the Merger and are actually paid or accrued by virtue of obligations created by the Company or its Affiliates prior to the Closing Date; (d) premiums for any tail insurance policy that the Company elects to purchase for the directors and officers of the Company prior to the Closing Date; and (e) one-half of the HSR Act filing fees; provided that, for purposes of clarification, Company Transaction Fees shall not include Company SEC Fees.
Company Transaction Fees means the meaning ascribed to such term in the Acquisition Agreement.
Company Transaction Fees means all fees and expenses incurred by the Company in connection with the negotiation and effectuation of this Agreement and the transactions contemplated herein, whether payable in cash or stock, including, but not limited to, legal fees, accounting fees, the Insurance Premiums for up to six years Tail Coverage, financial advisory or investment banking fees, printers fees and all other fees and expenses of third parties, excluding, however, (i) severance or separation payments payable to employees of the Company as a result of the Merger pursuant to (A) written agreements with the Company or (B) the Company’s separation policy consistent with past practices, each as in existence as of Xxxxx 00, 0000, (xx) any expenses incurred by the Company in responding to or defending against any action by a third party (including governmental entities) which would threaten the consummation of the Merger or require a modification of a material term thereof, it being understood that the cost of filing an initial notification and report form pursuant to the HSR Act is not an expense excluded under subpart (ii) of this definition.
Examples of Company Transaction Fees in a sentence
Holdings shall terminate all Contracts between Holdings on the one hand, and the stockholders of Holdings and their Affiliates on the other hand, on or prior to the Closing Date, with no further liability or obligation to the Company other than amounts paid as Company Transaction Fees.
The “Merger Consideration” shall mean an amount equal to the Applicable Base Merger Consideration, minus (A) the Company Transaction Fees and Expenses, plus (B) the amount (if any) by which the Closing Net Working Capital is greater than the Target Net Working Capital, minus (C) the amount (if any) by which the Closing Net Working Capital is less than the Target Net Working Capital.
No later than two (2) Business Days before the Closing Date, SunGard Data shall deliver to Parent SunGard Data’s calculations of the Estimated Net Working Capital, the Estimated Company Transaction Fees and Expenses and the Estimated Merger Consideration, with reasonable supporting detail as to such calculations.
The Datatel Indemnified Parties, whether under this Agreement or pursuant to Article X of the Merger Agreement, shall not be entitled to recover more than once for the same Datatel Loss and shall not be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Company Transaction Fees and Expenses (as defined in the Merger Agreement) or SMS Closing Net Working Capital.
If and solely to the extent that an amount of Damages in connection with an indemnifiable matter was already taken into account in connection with calculation of the Merger Consideration, the Adjusted Transaction Value, the Cash Amount, the Indebtedness or the Company Transaction Fees (pursuant to the definitions thereof), the same amount of such Damages may not be recovered under this Section 9.
More Definitions of Company Transaction Fees
Company Transaction Fees means (without duplication of any other amount payable in connection with this Agreement or the Transactions) the following fees, expenses and other similar amounts that have been or are expected to be incurred on or prior to the Effective Time on behalf of the Company in connection with this Agreement and the consummation of the Transactions: (a) the fees and expenses of, or other similar amounts charged by, counsel to the Company, including those of Xxxxxxx Procter LLP, (b) the fees and expenses of, or other similar amounts charged by, any brokers, agents, auditors or financial advisors engaged by the Company, (c) the fees and expenses of, or other similar amounts charged by, any accountants engaged by the Company, (d) the fees and expenses of, or other similar amounts charged by, any other consultants, advisors or experts engaged by the Company and (e) fifty percent (50%) of the costs of the representations and warranties insurance policy bound by Parent on the date hereof. For the avoidance of doubt, “Company Transaction Fees” shall exclude (i) all stay bonus, retention bonus, incentive bonus, completion bonus, change of control bonus or any other transaction related bonuses, including all liabilities for the employer portion of any payroll, employment or similar Taxes, as a result of or otherwise related to the consummation of the Transactions and (ii) the Closing Management Bonus and any Milestone Management Bonus.
Company Transaction Fees means all Transaction Fees incurred and/or payable by the Company by and including the Closing Date (whether paid or unpaid) and all Transaction Fees expected to be incurred and/or to be payable by the Company (including any Transaction Fees anticipated to be incurred after the Closing).
Company Transaction Fees means, as of the Reference Time, to the extent not paid (and not reflected in the Closing Net Working Capital), all fees and expenses incurred by the Group Companies in connection with this Agreement or the transactions contemplated hereby, including, without limitation: (a) all legal, accounting, tax, financial advisory, consulting and all other fees and expenses of third parties incurred by the Sellers or any of the Group Companies in connection with the negotiation and consummation of the terms and conditions of this Agreement and the transactions contemplated hereby, (b) any payments incurred as of or prior to the Closing by the Sellers or any of the Group Companies as a brokerage or finders’ fee, agents’ commission or any similar charge in connection with the transactions contemplated by this Agreement, (c) fees payable by the Sellers or any of the Group Companies to the Escrow Agent, costs of the D&O Tail Insurance (as defined below) and 50% of the costs and expenses (including premiums and binding fees) of the R&W Insurance Policy (the “Policy Cost”), and (d) costs or expenses resulting from the Group Companies seeking to terminate the Terminated Agreements or to obtain consents, waivers and approvals for the Contracts set forth on Schedule 8.2(d)(i). For the avoidance of doubt, “Company Transaction Fees” shall exclude (i) any Liability taken into account in the determination of the Company Net Working Capital or any Company Debt, Change in Control Fee or Severance Expense, (ii) all regulatory filing fees required for the consummation of the transactions contemplated hereunder, including, without limitation, the regulatory filing fees required under the HSR Act, and (iii) 50% of the Policy Cost, which in all cases shall be expressly borne jointly and severally by the Buyers.
Company Transaction Fees means the expenses incurred by the Company in connection with consummating this Asset Sale, including without limitation, legal, accounting and investment banking fees, but excluding the Company Employee Costs.
Company Transaction Fees means all fees, costs and expenses (including any attorney’s, accountant’s, financial advisor’s or finder’s fees) incurred or payable by the Company in connection with this Agreement and the transactions contemplated hereby, including the Merger, including all such fees, costs and expenses associated with or incurred or payable in connection with: (i) the due diligence conducted in connection with this Agreement or the transactions contemplated hereby, including the Merger; (ii) the negotiation, preparation and review of this Agreement (including the Company Disclosure Schedule) and all agreements, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the transactions contemplated by this Agreement, including the Merger; and (iii) the preparation and submission of any filing or notice, or the solicitation or obtaining of any consent, required in connection with the transactions contemplated by this Agreement, including the Merger.
Company Transaction Fees means the fees and charges incurred in connection with the transactions contemplated by this Agreement to (i) Donaldson, Lufkix & Xxxxxttx, (xx) Sxxxxxxx, Mullin, Richter & Hamptox XXX, (iii) Good, Swartz & Berns, xxx (xv) Xxxxxder, Patton, Lee & Utecht, LXX. At xxxxx five days before the Closing Date, the Shareholders shall cause the Company to deliver to Purchaser a schedule showing the amounts of the Company Transaction Fees. The parties agree that the Company shall have the right to enter into agreements with its employees to provide for the payment to such employees of the amounts set forth beside each employee's name as set forth on Schedule 1.3 hereto ("Employee Bonus Amounts"). The Company shall use its commercially reasonable efforts to obtain releases from such employees and to provide copies thereof to the Purchaser on the business day immediately preceding the Closing Date.
Company Transaction Fees means the aggregate amount of all out-of-pocket fees and expenses incurred or payable by the Company and/or its Subsidiaries (including the fees and expenses of any legal counsel, and fees and expenses of any accountant, auditor, broker, other financial advisor, consultant or other legal counsel retained by or on behalf of the Company and/or its Subsidiaries), arising from or in connection with the Transaction or otherwise relating to the negotiation, preparation or execution of this Agreement, the Indemnification Agreement or the transactions contemplated hereby or thereby.