Group Company Transaction Expenses definition

Group Company Transaction Expenses means without duplication, (a) any out-of-pocket fees and expenses paid or payable by the Group Companies or any of their Affiliates as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including without limitation (i) all 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, including consultants and public relations firms, all expenses that the Group Companies are responsible for as set forth in Section 10.2(a)(iv) and the cost of the “tail” policy contemplated by Section 10.12, (ii) any and all filing fees of the Governmental Authorities in connection with the Transactions (including without limitation, the Pre-Merger Reorganization), (iii) all fees, costs, expenses and disbursements incurred in connection with the establishment of PubCo, Merger Sub and SinCo and other related organization and maintenance expenses arising with respect to PubCo, Merger Sub and SinCo, (b) any stamp duty payable by the Shareholders or the Group Companies in connection with the Transactions, and (c) all Transfer Taxes payable by the Shareholders or the Group Companies in connection with the Transactions.
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Group Company Transaction Expenses means the aggregate amount of (i) all fees and expenses incurred by any Group Company or Seller (or direct or indirect owner thereof) in connection with the negotiation, preparation, execution and performance of this Agreement and the Transaction Documents, and the Transactions, including all legal, financial advisory, accounting, consulting and other fees and expenses and any broker’s or finder’s fees, (ii) all amounts (plus any Taxes required to be paid by any Group Company with respect thereto (including without limitation any withholding Taxes) and plus any increase in workers’ compensation premiums as a result of such payments) payable by any Group Company, whether immediately or in the future, under any “change of control,” retention, termination, compensation, severance (other than as set forth in the following clause (iii)) or other arrangements by reason of (either alone or in conjunction with any other event, such as termination or continuation of employment) the consummation of the Transactions or any Transaction Document (including such amounts payable to any employee of any Group Company at the election of such employee pursuant to any such arrangements), (iii) with respect to the termination of the Non-Retained Employees in accordance with Section 7.7, severance benefits not to exceed $1,000,000 in the aggregate (the “Severance Amount”) related to such Non-Retained Employees (provided, that Buyer will only be liable for severance benefits owed to the Non-Retained Employees in excess of the Severance Amount to the extent that such severance payments are required to be made pursuant to severance agreements set forth on Schedule 3.1(e)), (iv) 50% of the fees due for services provided by the Escrow Agent under the Escrow Agreement, (v) 50% of the fees payable in connection with any required filing under the HSR Act, (vi) all costs, fees, expenses and premiums payable in connection with any Tail Policy, (vii) 50% of the fees due for services provided by D&P in connection with the Transactions, (viii) 100% of the applicable fees and costs payable pursuant to the PPP Escrow Agreement (if applicable) and (ix) any other fees, costs, expenses or payments resulting from the change of control of any Group Company or otherwise payable in connection with receipt of any consent or approval in connection with the Transactions. For the avoidance of doubt, in no event will an item be considered both a Group Company Transaction Expense and either Indebtedness o...
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Group Company Transaction Expenses means (i) the legal fees and disbursements payable to legal counsel and accountants of each Group Company and the Selling Shareholders in connection with the transactions contemplated by the Transaction Documents and (ii) all other fees and expenses, in each case, incurred by each Group Company and the Selling Shareholders in connection with the transactions contemplated by the Transaction Documents as determined on the Closing Date as set out in Schedule 1.2(b)(i).
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Examples of Group Company Transaction Expenses in a sentence

  • It is clear that to provide the envisaged number of homes over the plan period, reserve sites may need to come forward.

  • Except as otherwise set forth in this Agreement, each Party shall be responsible for and pay its own expenses incurred in connection with this Agreement and the Transactions, including all fees of its legal counsel, financial advisers and accountants; provided, that if the Merger Closing shall occur, PubCo shall pay or cause to be paid the SPAC Transaction Expenses and the Group Company Transaction Expenses in accordance with Section 3.8.

  • From the date hereof until the Closing, the Company shall (i) use commercially reasonable efforts to file, make or obtain, as applicable, all registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers listed on Schedule 7.4 and (ii) make any payments required to accomplish the foregoing (and to the extent such payments are not made prior to the Closing, they shall be Closing Group Company Transaction Expenses).

  • Except as otherwise expressly provided herein, including the definition of Group Company Transaction Expenses, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

  • Transient global amnesia and disturbance of venous flow patterns.

  • The Aggregate Cash Proceeds shall not be less than $50,000,000; provided that the aggregate amount of Target Group Company Transaction Expenses and Rigel Transaction Expenses to be paid in cash by Newco in connection with the Closing shall not be in excess of $17,000,000.

  • The Estimated Closing Working Capital, the Estimated Qualifying Net Income and the Estimated Target Group Company Transaction Expenses (as contained in the Estimated Closing Statement delivered by Seller to Buyer) shall be binding, absent manifest error, on the Parties for the purposes of determining the payments to be made pursuant to Section 2.3(a) and Section 2.4(f).

Related to Group Company Transaction Expenses

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • Transaction Expenses means any fees or expenses incurred or paid by the Borrower or any Restricted Subsidiary in connection with the Transactions, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby in connection therewith.