Excess Transaction Expenses definition

Excess Transaction Expenses has the meaning given in Section 12.7.

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 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

• For the avoidance of doubt, Seller shall pay any Excess Transaction Expenses, and notwithstanding anything in Article 8 to the contrary, if Seller fails to pay any such Excess Transaction Expenses, Purchaser may, in its sole discretion, seek to satisfy any claim relating to such failure either from the Holdback Amount or against Seller, or in any combination thereof, and any such amounts shall not be calculated as part of any limitations on indemnification for Damages set forth in Article 8.

• In the event that the Company’s Transaction Expenses that were not paid by the Company prior to the Closing exceed $250,000 (such expenses, “Excess Transaction Expenses”), then such Excess Transaction Expenses shall be paid by Buyer or the Surviving Corporation and Buyer shall have the right to be reimbursed by the Escrow Agent from the Escrow Fund on a dollar-for-dollar basis.

• Subject to the provisions of this Article VI, from and after the Closing, the Investor shall indemnify, defend and hold harmless Parent and its Affiliates against and from, and shall promptly upon Parent’s written request reimburse Parent or its applicable Affiliates for, any Excess Transaction Expenses (whether discovered prior to or following the Closing).

• The Closing Statement shall be prepared, and the Closing Cash, Closing Debt, and Excess Transaction Expenses and the resulting Exchange Consideration and Exchange Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

• The Draft Closing Balance Sheet and the Final Closing Balance Sheet shall include as short-term liabilities: (i) any liabilities which would otherwise have been reflected as long-term liabilities of the Company; (ii) any liabilities of the Company to Enable Capital, LLC and (iii) the Excess Transaction Expenses.

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 and all Transaction Expenses in excess of $6,618,159.

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 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 all Transaction Expenses in excess of $36 million, other than (a) the SHP Discretionary Banking Fee, (b) the Alvarium Reorganization Expenses in excess of the Alvarium Reorganization Expenses Cap, (c) the CFO Expenses, and (d) the Additional Banking Fees.

Excess Transaction Expenses means the excess over $500,000 of all Transaction Expenses. The "TRANSACTION EXPENSES" shall mean all costs and expenses incurred or payable by any Target Company in connection with the negotiation, preparation and performance of this Agreement and the consummation of the transactions contemplated hereby, including (i) fees and disbursements of investment bankers, brokers, dealers, finders, other financial advisors, counsel, accountants and consultants related to the transactions contemplated hereby, (ii) any obligations of any Target Company that become payable either as a result of the consummation of the transactions contemplated hereby alone or as a result of termination of employment in connection therewith (regardless of the amount of time that may lapse between the Closing Date and the date of such termination), including any such obligations under the agreements disclosed in Part 3.12.1 or Part 3.15.1 of the Company Disclosure Schedule, but excluding the payments listed in Part 1.8.3 of the Company Disclosure Schedule (as defined below) that may be due to employees of the Target Companies pursuant to the employment agreements listed in Part 1.8.3 of the Company Disclosure Schedule as a result of the constructive termination of those employees on or after the Closing, (iii) one half of the amounts payable to the Escrow Agent in accordance with the Escrow Agreement, including any amounts payable pursuant to Section 7 or Section 8 of the Escrow Agreement, and (iv) the Target Audit Fees. Prior to the Closing, the Company shall request that each of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Deloittx & Xxxxxe XXX, Xxxxxxx Axxxxxxx, XXX, xxx xny xxxxx xxxvice firm provide to the Company a final invoice for all services rendered to all Target Companies through and including the Closing Date, which invoice shall include an estimate of the maximum amount of fees and disbursements expected to be incurred for services rendered to the Target Companies after the Closing Date.