Excess Company Transaction Expenses definition

Excess Company Transaction Expenses means the aggregate amount (if any) of the Company Transaction Expenses which are in excess of the Reimbursable Company Transaction Expenses and have not been paid by the Company on or before the Closing.
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Excess Company Transaction Expenses shall have the meaning set forth in Section 6.12 of this Agreement.
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Excess Company Transaction Expenses means the amount by which the Company Transaction Expenses exceed $30,000.
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Examples of Excess Company Transaction Expenses in a sentence

  • If the Excess Company Transaction Expenses, as finally determined in accordance with this Article II, are more than the Estimated Excess Company Transaction Expenses, then Acquiror shall be entitled to collect from each Company Preferred Stockholder an amount equal to such Company Preferred Stockholder’s Ownership Allocation of such difference in accordance with Section 2.09(e).


More Definitions of Excess Company Transaction Expenses

Excess Company Transaction Expenses means the amount, if any, by which the unpaid Transaction Expenses as of the Closing exceed $2,000,000 (for the avoidance of doubt, the Excess Company Transaction Expenses may not be less than zero).
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Excess Company Transaction Expenses has the meaning set forth in Section 5.13.
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Excess Company Transaction Expenses means any Company Transaction Expenses unpaid at Closing in excess of $150,000.
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Excess Company Transaction Expenses means the amount, if any, by which the Company Closing Transaction Expenses exceed$20,000,000.
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Excess Company Transaction Expenses shall have the meaning specified in Section 3.1(b) of the Agreement. EXCHANGE ACT. "Exchange Act" means the Securities Exchange Act of 1934, as amended. EXCHANGE AGENT. "Exchange Agent" shall have the meaning specified in Section 3.3(a) of the Agreement. FINANCIAL STATEMENTS. "Financial Statements" shall have the meaning specified in Section 4.4 of the Agreement. GAAP. "GAAP" shall mean Generally Accepted Accounting Principles, applied on a basis consistent with the basis on which the Financial Statements were prepared. GOVERNMENTAL AUTHORIZATION. "Governmental Authorization" shall mean any: (a) permit, license, certificate, franchise, concession, approval, consent, ratification, permission, clearance, confirmation, endorsement, waiver, certification, designation, rating, registration, qualification or authorization that is issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body. 47 45 GOVERNMENTAL BODY. "Governmental Body" shall mean any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); (d) multinational organization or body; or (e) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature. HAZARDOUS MATERIAL. "Hazardous Material" shall mean any substance, chemical, waste or other material which is listed, defined or otherwise identified as hazardous, toxic or dangerous under any applicable law; as well as any petroleum, petroleum product or by-product, crude oil, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas useable for fuel, and "source," "special nuclear," and "by-product" material as defined in the Atomic Energy Act of 1954, 42 U.S.C. sec.sec..sec.sec. 2011 et seq. HSR ACT. "HSR Act" shall mean the Hart-Xxxxx-Xxxxxx Xxxi-Trust Improvements Act of 1976, as amended. KNOWLEDGE. An individual shall be deem...
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Related to Excess Company Transaction Expenses

  • 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.

  • Seller Transaction Expenses means any and all legal, accounting, consulting, investment advisory, brokers and other fees, costs and expenses of Sellers or the Company relating to the transaction contemplated hereby.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

  • Transaction Expenses means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

  • Liquidation Expenses With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.