Deal Expenses definition

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 has the meaning set forth in Section 9.05.

Examples of Deal Expenses in a sentence

• From time to time, after the date of execution of this Agreement and until the Effective Time, and subject to applicable law, (i) PBC and the Broadcasting Subsidiaries may pay cash dividends, or otherwise make cash distributions, to the Company or any of its Subsidiaries and (ii) the Company shall contribute to Newco cash held by the Company, including the proceeds of the New Company Debt after payment or provision for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b).

• To the extent that the amount of Broken Deal Expenses allocable to Investor Shares incurred during a period exceeds the amount of Other Fees allocable to Investor Shares received during such period, the Manager may, in its sole discretion, apply such excess amount of Broken Deal Expenses against Other Fees (as described in the preceding sentence) in subsequent periods or seek direct reimbursement of such amounts from the Company as a Company Expense.

• The Company has previously provided to Acquiror a written estimate of the Deal Expenses, which estimate was prepared in good faith.

• In addition, Broken Deal Expenses may include all or a portion of fees and expenses related to proposed but unconsummated Portfolio Investments that have also been considered for investment (either alone or in conjunction with the Fund) by other New Mountain vehicles or accounts and not ultimately consummated by such vehicles or accounts.

• In addition, Broken Deal Expenses may include all or a portion of such amounts related to proposed but unconsummated Portfolio Investments that have also been considered for investment (either alone or in conjunction with the Fund) by other New Mountain vehicles or accounts and not ultimately consummated by such vehicles or accounts.

More Definitions of Deal Expenses

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.

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)

Deal Expenses shall have the meaning set forth in Section 8.02(c).

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.

Deal Expenses means all out-of-pocket expenses of the Company payable to accountants, lawyers, and consultants relating to the negotiation, execution, and closing of this Agreement; provided, that Shareholder's agree that expenses which constitute legal fees shall not exceed $100,000.00 and the aggregate of all Deal Expenses including legal fees but excluding the Antitrust Filing Fee shall not exceed $150,000. The term "Deal Expense" shall exclude expenses payable to Company's CPA for work to be conducted on Company's behalf after the Closing Date.

Deal Expenses is defined in Section 1.6(h).

Deal Expenses means all out-of-pocket expenses of the Company payable to Piper Jaffray Inc., accountants, xxxxxxx, xxx consultants relating to the negotiation and execution of this Agreement and the performance of the obligations and the carrying out of the Merger and the other transactions contemplated hereby.