Excess Transaction Expenses definition

Excess Transaction Expenses means (without duplication) any and all Transaction Expenses, other than the fees, costs and expenses designated as “Assumed/Paid by Telix” on Section 1.1(a) of the Company Disclosure Schedule (which schedule may be updated from time to time after the date hereof at the mutual written agreement of Buyer and the Company) to the extent unpaid as of Closing.

Excess Transaction Expenses has the meaning set forth in Section 12.8.

Excess Transaction Expenses means all Transaction Expenses in excess of $50 million, other than (a) the Alvarium Reorganization Expenses in excess of the Alvarium Reorganization Expenses Cap, (b) the Public Market Readiness Expenses, and (c) the Additional Banking Fees.”

Examples of Excess Transaction Expenses in a sentence

• If, after the Closing, there shall be any Outstanding Indebtedness or any Excess Transaction Expenses not identified on the certificate delivered pursuant to Section 1.8(d), Parent shall so notify the Company Stockholder Representative and the Company Stockholders shall, jointly and severally, be obligated to pay such Outstanding Indebtedness or Excess Transaction Expenses within fifteen(15) business days of Parent’s notification to the Company Stockholder Representative.

• The total consideration into which all of the shares of Company Stock outstanding immediately prior to the Effective Time shall be converted (the “Total Merger Consideration”) shall consist of Twenty-Eight Million Two Hundred Thousand Dollars ($28,200,000) minus the sum of (i) the Outstanding Indebtedness, and (ii) the Excess Transaction Expenses.

• Each of Buyer and the Stockholder Representative shall promptly provide their respective assertions regarding Closing Date Net Working Capital, Closing Cash Amount, Closing Indebtedness Amount or Excess Transaction Expenses, as applicable, and, to the extent relevant thereto, the Closing Balance Sheet in writing to the Independent Auditor and to each other.

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• In the event that the Stockholder Representative does not provide a notice of disagreement within such thirty (30)-day period, the Stockholder Representative and Buyer shall be deemed to have agreed to the Closing Balance Sheet and the calculations of Closing Date Net Working Capital, Closing Cash Amount, Closing Indebtedness Amount and Excess Transaction Expenses delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder.

More Definitions of Excess Transaction Expenses

Excess Transaction Expenses means (A) 50% of the first $400,000 in aggregate fees, costs and expenses payable by the Company to the Company's legal counsel, accountants and other advisors (other than P2 Partners (the "Company Financial Advisor") and incurred in connection with the transactions contemplated by this Agreement, plus (B) 100% of the aggregate fees, costs and expenses payable to the Company's legal counsel, accountants and other advisors (other than the Company Financial Advisor) in excess of $400,000 and incurred in connection with the transactions contemplated by this Agreement, plus (C) all fees, costs and expenses payable by the Company to the Company Financial Advisor and incurred in connection with the transactions contemplated by this Agreement.

Excess Transaction Expenses means any Transaction Expenses, as determined as of the Reference Time in accordance with Section 1.10, in excess of $7,500,000.

Excess Transaction Expenses has the meaning given in Section 12.7.

Excess Transaction Expenses means Company Expenses in excess of $100,000.

Excess Transaction Expenses means Transaction Expenses (as defined in the Merger Agreement) that, if accounted for in the calculation of the Excess Transaction Expenses Amount (as defined in the Merger Agreement) at and prior to the Closing in accordance with and for purposes of the Merger Agreement, would have resulted in the Per Share Excess Transaction Expenses Amount (as defined in the Merger Agreement) being greater than the Per Share Excess Transaction Expenses Amount actually used by the parties to the Merger Agreement for the purposes of determining the Per Share Cash Consideration paid at the Closing. The procedures and matters set forth in Sections 5.8(c) and 5.8(d) shall apply to the indemnification contemplated by this Section 6.2 mutatis mutandis.

Excess Transaction Expenses means the amount by which the Gross Transaction Expenses through the Closing Date are greater than the Budgeted Transaction Expenses. For avoidance of doubt, for purposes of the calculation of the Excess Transaction Expenses, the Gross Transaction Expenses shall include all of the Gross Transaction Expenses relating to this Agreement and the transactions contemplated hereby, whenever incurred and whether paid, accrued or otherwise, regardless of whether they are included in the calculation of Tangible Common Equity.

Excess Transaction Expenses shall have the meaning set forth in Section 9.6.