Public Company Expense definition

Public Company Expense means expenses incurred in connection with compliance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as applicable to companies with equity or debt securities held by the public, or the rules of national securities exchanges applicable to companies with listed equity or debt securities, and (c) any other expenses attributable to the status of KBS as a public company, including expenses relating to investor relations, shareholder meetings and reports to shareholders or debtholders, independent directors’ fees, directors’ and officer’s insurance and other executive costs, legal, audit and other professional fees and listing and filing fees. In no event, shall the total amount of Public Company Expense that the Purchaser is responsible to pay under this Agreement be less than $600,000 or more than $700,000. For each Public Company Expense for which the Purchaser is responsible hereunder, the Company shall provide the Purchaser not less than ten (10) days advance written notice of the expense, and shall furnish the Purchaser with such invoice(s), contract(s), and such other documentation and details regarding the expense item as the Purchaser may reasonably request. With regard to any Public Company Expense to which the Purchaser objects (either with regard to the amount or nature of the expense), the Purchaser shall meet and confer with a committee consisting solely of the independent (as defined by Nasdaq Rule 5605(a)(2)) members of the Board of Directors of the Company (the “Special Committee”) within seven (7) days after receiving such written notice of expense, and the committee of independent directors of the Company shall, within five (5) days of such conference with the Purchaser, by resolution or resolutions passed by a majority of members of the Special Committee, issue a final and binding decision regarding the applicable Public Company Expense and the Purchaser’s responsibility therefor under this Agreement (such date of issue, the “Decision Date”). If requested by the decision, the Purchaser has the obligation to pay such Public Company Expense within 5 days following the Decision Date. Notwithstanding the foregoing, with regard to all Public Company Expenses related to the preparation and filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020: (a) the Purchaser shall be responsi...
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Public Company Expense means any of the following amounts to the extent charged to Purchaser after the Closing: (i) audit fees, (ii) fees of counsel relating to public company requirements, (iii) fees of the Securities and Exchange Commission, the Nasdaq National Market, or any other national exchange or quotation service, (iv) charges for Purchaser’s parent legal personnel relating to public company requirements including, but not limited to, any fees or expenses incurred to comply with the Xxxxxxxx-Xxxxx Act of 2002 or related regulations, or (v) other corporate overhead charges.
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Public Company Expense means any of the following amounts to the extent charged to the Surviving Corporation after the Closing: (i) audit fees, (ii) fees of counsel relating to public company requirements, (iii) fees of the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., or any national securities exchange or quotation service, whether or not located in the United States, (iv) charges for Parent's legal or accounting personnel or outside consultants relating to public company requirements including, but not limited to, any fees or expenses incurred to comply with the Sarbanes-Oxley Act ox 0000 xx xxxxted regulations, or (v) other corporate overhead charges (unless the Surviving Corporation and Parent agree in writing that any particular corporate overhead charges shall not be deemed a Public Company Expense and may be included in the calculation of EBITDA).
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Examples of Public Company Expense in a sentence

  • As soon as practicable following the completion of Public Company’s responsibilities hereunder, Public Company will deliver any remaining balance of the Public Company Expense Fund to the Rights Agent (for pro rata distribution to the Holders).

  • In no event, shall the total amount of Public Company Expense that the Purchaser is responsible to pay under this Agreement be less than $600,000 or more than $700,000.

  • If requested by the decision, the Purchaser has the obligation to pay such Public Company Expense within 5 days following the Decision Date.

  • For each Public Company Expense for which the Purchaser is responsible hereunder, the Company shall provide the Purchaser not less than ten (10) days advance written notice of the expense, and shall furnish the Purchaser with such invoice(s), contract(s), and such other documentation and details regarding the expense item as the Purchaser may reasonably request.


More Definitions of Public Company Expense

Public Company Expense means with respect to any period (any such period, a “Measurement Period”), the additional costs consisting of accounting expense, tax preparation expense and legal expense and outside consulting expenses that are actually incurred by Parent during such Measurement Period solely as a result of the Capital Stock of Parent being traded on a public stock exchange during such Measurement Period, to the extent that (a) the aggregate amount of such additional costs incurred during any Fiscal Year does not exceed $1,200,000 and (b) the aggregate amount of such additional costs incurred during such Measurement Period does not exceed $1,200,000.
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Related to Public Company Expense

  • Company Expenses has the meaning set forth in Section 11.3(a)(v).

  • Public Company Costs means, as to any Person, costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act and the Exchange Act or any other comparable body of laws, rules or regulations, as companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to enhanced accounting functions and investor relations, stockholder meetings and reports to stockholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, listing fees and other transaction costs, in each case to the extent arising solely by virtue of the listing of such Person’s equity securities on a national securities exchange or issuance of public debt securities.

  • Public expense means that the LEA either pays for the full cost of the evaluation or ensures that the evaluation is otherwise provided at no cost to you, consistent with the provisions of Part B of the IDEA, which allow each State to use whatever State, local, Federal and private sources of support are available in the State to meet the requirements of Part B of the Act.

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

  • management expense ratio means the total fees and expenses a fund paid during a year divided by its average assets for that year.

  • Public Company means any Person with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market.

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Consolidated Capital Expenditures means, for any period, the aggregate of all expenditures of Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment or similar items”, or that should otherwise be capitalized, as reflected in the consolidated statement of cash flows of Company and its Subsidiaries.

  • Independent expenditure means an expenditure by a person:

  • Consolidated Maintenance Capital Expenditures means, for any period, the aggregate amount of expenditures for additions to property, plant, and equipment that are not Consolidated Expansion Capital Expenditures.

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

  • Interest Expense Coverage Ratio means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Consolidated Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

  • Net Capital Expenditures means for any period the amount by which Capital Expenditures during such period exceeds reimbursements for such items during such period from any fund established pursuant to the Loan Documents.

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.

  • Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • 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).

  • Permitted Capital Expenditures has the meaning given that term in Section 9.12(b).

  • Parent Expenses means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including trademarks, service marks, trade names, trade dress, domain names, social media identifiers and accounts, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data, databases and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

  • Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Consolidated Depreciation Expense means, for any period, the depreciation expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.