Excess Transaction Expenses definition

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

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 (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.

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 the amount, if any, by which the Transaction Expenses exceed $5,000,000.

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.”

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 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.

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.