Final Company Transaction Expenses definition

Final Company Transaction Expenses has the meaning set forth in Section 2.3(b)(iv).

Final Company Transaction Expenses means the Transaction Expenses, as finally determined pursuant to Section 2.4(b).

Final Company Transaction Expenses has the meaning set forth in Section 1.5(e).

Examples of Final Company Transaction Expenses in a sentence

• The Final Closing Indebtedness Calculation, the Final Company Transaction Expenses Calculation, the Final Merger Consideration Calculation and the Post-Closing Adjustment Amount (collectively, the “Final Calculations”) shall be prepared using the same accounting methods, policies and assumptions as were used to prepare the Estimated Schedule consistent with Section 2.9(h) below.

• If the Final Merger Consideration calculated in the same manner as the Initial Merger Consideration, but using Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, each as finally determined pursuant to Sections 2.8.2(a) and 2.8.2(b), is less than the Initial Merger Consideration, then Buyer shall be entitled to such shortfall (the “Shortfall Consideration”) in accordance with Section 2.8.2(d).

• The preceding sentence is intended to be interpreted to avoid duplication or double counting of Company Transaction Expenses or Parent Transaction Expenses for purposes of the Exchange Ratio, the Final Company Transaction Expenses Amount and the Final Parent Transaction Expenses Amount calculations.

• The Final Merger Consideration will be subject to further adjustment upon final, post-Closing determination of the Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, as provided in Section 2.8.2. The calculations set forth in this Section 2.8.1 shall be subject to the reasonable review of Buyer and shall reflect any adjustments reasonably requested by Buyer that are consistent with the requirements of, and definitions set forth in, this Agreement.

• If the Estimated Company Transaction Expenses are greater than the Final Company Transaction Expenses, then the Company Transaction Expenses Deficiency is $0.

More Definitions of Final Company Transaction Expenses

Final Company Transaction Expenses means (x) the Company Transaction Expenses as set forth in the Adjustment Report if Sellers’ Representative accepts the Adjustment Report as delivered or does not timely deliver an Objection Notice, or (y) the Company Transaction Expenses as determined pursuant to Section 2(e)(iii) above, if Sellers’ Representative timely delivers an Objection Notice.

Final Company Transaction Expenses has the meaning set forth in Section 2.10(f).

Final Company Transaction Expenses means the aggregate amount of Company Transaction Expenses, as set forth on the Final Balance Sheet; provided, that, any Company Transaction Expenses taken into account in determining the Final Working Capital Adjustment shall not be taken into account in determining the Final Company Transaction Expenses.

Final Company Transaction Expenses respectively. For the avoidance of doubt, the exclusion or inclusion of an item in the calculation of the Target Working Capital Amount shall have no bearing on whether such item shall also be excluded or included in the determination of the Final Working Capital Amount. During the review by the Independent Arbitrator, the Securityholder Representative and Parent shall each make available to the Independent Arbitrator such party’s current and former personnel and such information, books, records and work papers, as may be reasonably required by the Independent Arbitrator to fulfill its obligations under this Section 3.6(c); provided, however, that the independent accountants of the Securityholder Representative or Parent shall not be obligated to make any working papers available to the Independent Arbitrator unless and until the Independent Arbitrator has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants.

Final Company Transaction Expenses means the Transaction Expenses, as finally determined pursuant to Section 2.4(b). “Final Debt Amount” means the Debt Amount, as finally determined pursuant to Section 2.4(b).

Final Company Transaction Expenses means Company Transaction Expenses as of immediately following the Closing.

Final Company Transaction Expenses means the amount finally determined to be the Actual Company Transaction Expenses pursuant to Section 1.8(b).