Outstanding Company Expenses has the meaning specified in Section 3.07(a).
Outstanding Company Expenses has the meaning specified in Section 2.16.
Outstanding Company Expenses has the meaning specified in Section 11.05.
Examples of Outstanding Company Expenses in a sentence
On the Closing Date following the Closing, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds all such Outstanding Company Expenses.
No amount shall be included on the Post-Closing Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, with respect to liabilities for the Outstanding Company Expenses paid in accordance with this Section 3.4. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt Amount shall be included in the Outstanding Company Expenses.
On the Closing Date following the Closing, Acquiror shall pay or cause the Surviving Company to pay by wire transfer of immediately available funds the Outstanding Company Expenses.
On the Closing Date following the Closing, Parent shall pay or cause the Surviving Corporation to pay by wire transfer of immediately available funds the Outstanding Company Expenses.
Immediately prior to the Closing, Acquiror shall pay to such third parties as are directed by the Seller with written evidence of the total amount due such third party, by wire transfer of immediately available funds an amount equal to the Outstanding Company Expenses.
More Definitions of Outstanding Company Expenses
Outstanding Company Expenses means all fees, costs and expenses of the Company and its Subsidiaries, in each case, incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other agreements contemplated hereby and the consummation of the Transactions, including: (a) all bonuses, change in control payments, retention and similar payments payable in connection with the consummation of the Transactions pursuant to arrangements (whether written or oral) entered into prior to the Closing, whether payable before (to the extent unpaid) or as of the Closing Date; (b) all severance payments, retirement payments and similar payments and success fees payable pursuant to arrangements (whether written or oral) entered into prior to the Closing in connection with the consummation of the Transactions, whether payable before (to the extent unpaid) or as of the Closing Date (excluding, for the avoidance of doubt, any payments to the extent such payments become payable due to a termination of service (such as double-trigger arrangements) following the Closing); (c) all transaction, deal, brokerage, financial advisory and any similar fees payable in connection with or anticipation of the consummation of the Transactions; and (d) all costs, fees and expenses related to the D&O Tail.
Outstanding Company Expenses shall have the meaning specified in Section 5.02(b).
Outstanding Company Expenses means those Company Expenses unpaid as of 11:59 p.m. Eastern Time on the Business Day immediately prior to the Closing Date.
Outstanding Company Expenses has the meaning specified in Section 2.6.
Outstanding Company Expenses means all fees, costs and expenses of the Company and its Subsidiaries, in each case, incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other agreements contemplated hereby and the consummation of the Transactions, including: (a) all bonuses, change in control payments, retention or similar payments payable in connection with the consummation of the Transactions pursuant to arrangements (whether written or oral) entered into prior to the Closing Date whether payable before (to the extent unpaid) or as of the Closing Date; (b) all severance payments, retirement payments or similar payments or success fees payable pursuant to arrangements (whether written or oral) entered into prior to the Closing Date in connection with or anticipation of the consummation of the Transactions whether payable before (to the extent unpaid) or as of the Closing Date (excluding, for the avoidance of doubt, any payments to the extent such payments are subject to service, termination or other vesting requirements (such as double-trigger arrangements), in each case, following the Closing); (c) all transaction, deal, brokerage, financial advisory or any similar fees payable in connection with or anticipation of the consummation of the Transactions; and (d) all costs, fees and expenses related to the D&O Tail.
Outstanding Company Expenses means the following fees and expenses, without duplication, to the extent incurred by the Company or any of its Subsidiaries in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, and which are unpaid as of the Calculation Time: (i) the fees and disbursements payable by the Company or any of its Subsidiaries to outside counsel in connection with the transactions contemplated hereby, (ii) the fees and expenses of any other agents, advisors, consultants, experts and financial advisors payable by the Company or its Subsidiaries in connection with the Merger, (iii) the Change in Control Payments and (iv) any outstanding obligations or liabilities of the Company or any of its Subsidiaries under the Management Services Agreement. For the avoidance of doubt, no amounts (A) included in the calculation of Funded Debt (or which constitute Funded Debt Exclusions), (B) included in the calculation of Closing Date Net Working Capital, (C) to be paid by Acquiror or any of its Affiliates pursuant to this Agreement or
Outstanding Company Expenses means, in each case to the extent unpaid as of the close of business on the Business Day immediately preceding the Closing Date, (i) all costs, fees and expenses incurred by the Company or any of its Subsidiaries at or prior to the Closing, or in respect of any Contract or other arrangement entered into at or prior to the Closing, related to the transactions contemplated by this Agreement or any of the other Transaction Documents (and any other transactions with any Person, other than Buyer, involving a sale of the Company (whether by way of stock purchase, merger, asset sale or otherwise) that were considered as alternatives to the transactions contemplated hereby), whether payable prior to, at or after the Closing, including (A) costs, fees and expenses of investment bankers (including the brokers referred to in Section 4.16), attorneys, accountants and other consultants and advisors, (B) all retention, change of control, transaction or similar bonuses, compensation, and/or incentive payments incurred or payable by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby, plus the employer portion of any payroll, employment or similar Taxes related to the payments described in this clause (i)(B), (C) all costs, fees and expenses incurred as a result of (or that would be incurred as a result of) the termination of any Affiliate Agreement, including the Management Agreement, and (D) any assignment, change in control or similar fees payable as a result of the execution of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, (ii) the portion of any Transfer Taxes borne by Seller under Section 8.2(a) and (iii) the D&O Tail premium. For the avoidance of doubt, Outstanding Company Expenses shall include any Outstanding Company Expenses that arise as a result of the payment of any amounts following the Closing (including pursuant to Section 2.5), and any such post-Closing payments shall be payable net of any such Outstanding Company Expenses.