Holder Allocable Expenses definition

Holder Allocable Expenses has the meaning specified in Section 3.5.

Holder Allocable Expenses means, without duplication, the aggregate amount of all fees and expenses incurred by or on behalf of the Company in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby but only to the extent incurred prior to the Closing (whether payable prior to or after the Closing), including, without limitation: (a) all fees, costs and expenses (including the costs of the D&O Tail Policy, the cost of premiums to be paid to insurers of the Company’s indemnity obligations, if any, and fees, costs and expenses of legal counsel, investment bankers, brokers or other representatives and consultants and appraisal fees, costs and expenses) incurred by the Company, or any officer, director, Employee, equityholder or other stakeholder or representative of the Company (to the extent that the Company is responsible for the payment thereof) in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby (including any amounts payable to any third party in connection with obtaining any consent, waiver, approval, termination or amendment required to be obtained in connection with the consummation of the transactions contemplated hereby, the portion of any Transfer Taxes for which the Company Securityholders are responsible pursuant to Section 5.13(d) , and one half of any filing fees associated with the HSR Act or any other Antitrust Law applicable to the transactions contemplated by this Agreement); and (b) all amounts (including the employer portion of any employment Taxes with respect thereto) payable by the Company, whether immediately or in the future (but excluding all incentive Equity Interests issued by Parent to Employees following the Closing in connection with the consummation of the transactions contemplated hereby) or which otherwise shall have accrued for Tax purposes as of the Closing Date under any “change of control,” retention, sale, stay bonus, incentive, termination, compensation, severance or other similar arrangements triggered in-whole or in-part as a result of the consummation of the transactions contemplated hereby (including any bonuses payable to Employees, equityholders, directors, consultants or any other Person at the discretion of the Company in connection with the consummation of the transactions contemplated hereby), in the case of each of clauses (a) and (b), to the extent unpaid prior to ...

Holder Allocable Expenses means, without duplication, the aggregate amount of all fees and expenses incurred by or on behalf of the Company in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby but only to the extent incurred prior to the Closing (whether payable prior to or after the Closing), including, without limitation: (a) all fees, costs and expenses (including the costs of the D&O Tail Policy, the cost of premiums to be paid to insurers of the Company’s indemnity obligations, if any, and fees, costs and expenses of legal counsel, investment bankers, brokers or other representatives and consultants and appraisal fees, costs and expenses) incurred by the Company, or any officer, director, Employee, equityholder or other stakeholder or representative of the Company (to the extent that the Company is responsible for the payment thereof) in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby (including any amounts payable to any third party in connection with obtaining any consent, waiver, approval, termination or amendment required to be obtained in connection with the consummation of the transactions contemplated hereby, the portion of any Transfer Taxes for which the Company Securityholders are responsible pursuant to Section 5.13(d), and one half of any filing fees associated with the HSR Act or any other Antitrust Law applicable to the transactions contemplated by this Agreement); and (b) all amounts (including the employer portion of any employment Taxes with respect thereto) payable by the Company, whether immediately or in the future (but excluding all incentive Equity Interests issued by Parent to Employees following the Closing in connection with the consummation of the transactions contemplated hereby) or which otherwise shall have accrued for Tax purposes as of the Closing Date under any “change of control,” retention, sale, stay bonus, incentive, termination, compensation, severance or other similar arrangements triggered in-whole or in-part as a result of the consummation of the transactions contemplated hereby (including any bonuses payable to Employees, equityholders, directors, consultants or any other Person at the discretion of the Company in connection with the consummation of the transactions contemplated hereby), in the case of each of clauses (a) and (b), to the extent unpaid prior to t...

Examples of Holder Allocable Expenses in a sentence

• Immediately prior to the Effective Time, Acquiror shall pay to the Holder Representative cash in theamount of the Holder Allocable Expenses.

• On or prior to the date hereof, the Holder Representative has provided to Acquiror a written estimate (which estimate shall include such reserves as the Holder Representative determines in good faith to be appropriate for any Holder Allocable Expenses that are not then known or determinable) of the aggregate amount of all of the fees and expenses incurred and unpaid, or that may in the future be incurred, by the Holder Representative in its capacity as such (the “Holder Allocable Expenses”).

• In the event that the funds paid to the Holder Representative pursuant to S ection 3.3exceed the Holder Allocable Expenses, the Holder Representative shall distribute such excess amount to each Holder of Common Shares in accordance with such Holder’s Escrow Percentage (as defined on S chedule 6.5).

• The (i) Holder Allocable Expenses and (ii) Outstanding Company Expenses as of the date hereof are set forth on S chedule 4.7(c).

• The committee gives a scientific opinion on the hiring and extension of the PhD students’ contracts at Inria and overlooks the overall work of PhD students.

• Whether or not paid on or prior to the Closing Date, no amount shall be included on the Closing Balance Sheet or in any calculation of Net Working Capital or Funded Debt with respect to liabilities for the Holder Allocable Expenses.

• The (i) Holder Allocable Expenses and (ii) Outstanding Company Expenses as of the date hereof are set forth on Schedule 4.7(c).

• In the event that the Holder Allocable Expenses exceed the amount actually incurred by the Holder Representative in its capacity as such upon the final release of the Escrow Funds, such excess amount shall be distributed to the Escrow Agent and the Escrow Agent shall pay to each Holder an amount in cash equal to (i) the balance of such excess, m ultiplied by (ii) such Holder’s Escrow Percentage, less any applicable withholding.

• In the event that the funds paid to the Holder Representative pursuant to Section 3.3exceed the Holder Allocable Expenses, the Holder Representative shall distribute such excess amount to each Holder of Common Shares in accordance with such Holder’s Escrow Percentage (as defined on Schedule 6.5).

More Definitions of Holder Allocable Expenses

Holder Allocable Expenses has the meaning specified in Section 1.4. "Holder Representative" has the meaning specified in Section 12.1. "HSR Act" means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. "Income Statement" has the meaning specified in Section 2.7(b). "Indemnification Escrow Agent" has the meaning specified in Section 10.1. "Indemnification Escrow Agreement" has the meaning specified in Section 10.1. "Indemnification Escrow Amount" has the meaning specified in Section 10.1.

Holder Allocable Expenses means the following fees and expenses that have been or are expected to be incurred by the Holder Representative on behalf of the Holders in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby and that have not been paid as of such date: (i) the fees and disbursements of special outside counsel to the Holders and/or the Holder Representative incurred in connection with the transactions contemplated hereby, (ii) the fees and expenses of any other agents, advisors, consultants and experts employed by the Holders and/or the Holder Representative in connection with the Merger, including the fees of T.C. Group, L.L.C., (iii) any fees and expenses of the Company in connection with the transactions contemplated hereby in excess of $200,000 and (iv) the expenses of the Holder Representative incurred in such capacity (collectively, the "Holder Allocable Expenses"). On the Closing Date, Acquiror shall pay to the Holder Representative cash in the amount of such estimated Holder Allocable Expenses and the Holder Representative shall use such cash to pay the Holder Allocable Expenses. In no event will Acquiror, the Company, any of their Subsidiaries or the Holder Representative be responsible for payment of Holder Allocable Expenses in excess of the cash amounts paid to the Holder Representative by Acquiror under this Section 1.5.