Deal Expenses means the sum of (i) all fees and expenses due Goldxxx Xxxhs and Huntleigh relating to the Merger and the Transactions; (ii) all out-of-pocket costs and expenses incurred by the Company or any of its Subsidiaries with respect to this Agreement, the Merger and the Transactions, including commitment fees payable to the providers of New Company Debt and all fees and expenses due legal counsel, accountants, compensation advisors and other advisors for the Company or any of its Subsidiaries relating to this Agreement, the Merger and the Transactions to the extent not paid or provided for on the Closing Date; (iii) all payments due at Closing (x) in connection with the Transactions or (y) for the benefit of employees of the Company, PBC or the Broadcasting Subsidiaries pursuant to the agreements listed on Schedule 6.11(f)(2) or 6.11(g); and (iv) all amounts payable to cancel all outstanding options under the Company Option Plans immediately before the Closing.
Deal Expenses means the cash amount necessary to reimburse Parent and Purchaser on the one hand, and the Company on the other hand, as applicable, and each of their respective affiliates for all reasonable out-of-pocket fees and expenses (including the fees and expenses of counsel, accountants, investment banking firms, experts, consultants or financial advisors and their respective counsel and representatives) incurred at any time (whether before or after the date of this Agreement) by any of them or on their behalf in connection with the Offer, the Merger, this Agreement, including the authorization, preparation, negotiation, execution, and performance thereof, their due diligence investigation of the Company and the transactions contemplated by this Agreement.
Deal Expenses means the fees and expxxxxx of the investment banker referenced in Section 3.21, the Company's legal fees and expenses (including those related to completing the termination of warrants and options required by Section 6.01(d)), accounting fees and expenses (not including any fees or expenses payable to BDO Seidman), and other reasonable transaction-related fees and expensxx xxxxting to the transactions contemplated by this Agreement and incurred by the Company prior to Closing.
Examples of Deal Expenses in a sentence
SEC Press Release, SEC Charges KKR With Misallocating Broken Deal Expenses, Rel.
Unlike the previous categories which only communicate primary data, in this category, the data are processed by the system to provide higher level information about the state of affairs.
Any legal, accounting and other transaction costs associated with a co-investment with a Managed Account Vehicle, including Broken Deal Expenses for co- investments that a Managed Account Vehicle has agreed in writing to participate in but which are not consummated, shall be borne by the Partnership and such Managed Account Vehicle pro rata in accordance with their respective investment amounts.
The Company has previously provided to Acquiror a written estimate of the Deal Expenses, which estimate was prepared in good faith.
Deal Expenses within the limitations of Sections 11.1 and 11.2 that have been paid prior to the Effective Date or accrued on the Closing Balance Sheet shall be added back to arrive at Closing Equity.
More Definitions of Deal Expenses
Deal Expenses has the meaning set forth in Section 9.05.
Deal Expenses shall have the meaning set forth in Section 8.02(c).
Deal Expenses means the sum of (i) all fees and expenses due Xxxxxxx Xxxxx and Huntleigh relating to the Merger and the Transactions; (ii) all out-of- pocket costs and expenses incurred by the Company or any of its Subsidiaries with respect to this Agreement, the Merger and the Transactions, including commitment fees payable to the providers of New Company Debt and all fees and expenses due legal counsel, accountants, compensation advisors and other advisors for the Company or any of its Subsidiaries relating to this Agreement, the Merger and the Transactions to the extent not paid or provided for on the Closing Date; (iii) all payments due at Closing (x) in connection with the Transactions or (y) for the benefit of employees of the Company, PBC or the Broadcasting Subsidiaries pursuant to the agreements listed on Schedule 6.11(f)(2) or 6.11(g); and (iv) all amounts payable to cancel all outstanding options under the Company Option Plans immediately before the Closing. "DGCL" has the meaning set forth in Section 1.02(e). "Dissenting Shares" has the meaning set forth in Section 1.02(e). "Dissenting Stockholder" has the meaning set forth in Section 1.02(e). "Distribution" has the meaning set forth in Section 2.02(c). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "ERISA Affiliate" means a Person and/or such Person's Subsidiary or any trade or business (whether or not incorporated) which is under common control with such entity or such entity's Subsidiaries or which is treated as a single employer with such Person or any Subsidiary of such Person under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA. "Effective Time" has the meaning set forth in Section 1.03. "Employee Plan" has the meaning set forth in Section 4.10(a). "Employee Stock Purchase Plan" means the Pulitzer Publishing Company 1997 Employee Stock Purchase Plan. "Enforceability Exceptions" has the meaning set forth in Section 3.01. "Environmental Law" or "Environmental Laws" means all laws, rules, regulations, statutes, ordinances, decrees or orders of any governmental entity relating to (i) the control of any potential pollutant or protection of the air, water or land, (ii) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or transportation, and (iii) exposure to hazardous, toxic or other substances alleged to be harmful, and includes, (A) the terms and conditions of any License from any governmental entity, and (B) judici...
Deal Expenses means the sum of the after tax- effect of (i) all fees and expenses paid or accrued to a party's financial advisors and consultants arising out of or relating to this Plan, (ii) the fees and expenses of such party's independent accountants and attorneys paid or accrued in connection with the preparation and negotiation of this Plan and (iii) all costs paid pursuant to the last sentence of Section 1.6(c) hereof; provided, however, that "Deal Expenses" shall not include any such expenses booked as an expense or otherwise deducted from consolidated shareholders' equity in the preparation of financial statements contemplated by Section 1.6.
Deal Expenses has the meaning set forth in Section 12.1 hereof.
Deal Expenses means all fees and expenses incurred by all of NextPoint's accounting, financial and legal advisors prior to the Closing excluding Banker Fees.
Deal Expenses. Section 2.1(d) "DGCL" the recitals "DISABILITY" Section 2.9(d) "DISCLOSURE SCHEDULE" Article III preamble "DISSENTING SHARES" Section 2.3 "EFFECTIVE TIME" Section 1.1