Repurchase Expenses definition
Repurchase Expenses means all out-of-pocket expenses and fees incurred, accrued or payable by any Company Group Member or on its behalf in connection with the exercise of the Put Option or the Call Option or an Approved Sale (including, without limitation, (a) fees and expenses of banks, investment banking firms, other financial institutions and their agents and counsel in connection with (i) the arranging, committing to provide or providing of any financing, or (ii) the structuring, negotiation or consummation of a Refinancing, any action in connection with a Partial Repurchase, an Eighth Year Action, an Approved Sale or any agreements relating thereto; (b) fees of counsel, accountants, experts and consultants to the Company; and (c) all printing and advertising expenses); provided, however, that the aggregate amount of Repurchase Expenses subtracted from the Base Value pursuant to clause (a)(iii) of the definition of “Fair Market Value” herein and from the Share Price pursuant to Section 8.2(b), without duplication, shall not exceed the sum of (x) $45 million, plus (y) the aggregate amount of the costs described in Section 8.11(e).
Repurchase Expenses means, with respect to any redemption, retirement, sinking fund or similar payment, purchase, repurchase, exchange or other acquisition for value, direct or indirect, of any shares of Capital Stock or Indebtedness of the Corporation or any of its Consolidated Entities other than in connection with any refinancing during any period, an amount equal to any payments, in cash or otherwise (including any cash payments made by way of deferred payment pursuant to, or by monetization of, a note payable or otherwise), paid by or on behalf or for the account of the Corporation or any of its Consolidated Entities, directly or indirectly relating thereto.
Repurchase Expenses means all out-of-pocket expenses and fees incurred, accrued or payable by any Company Group Member or on its behalf in connection with the exercise of the Put Option or the Call Option or an Approved Sale (including, without limitation, (a) fees and expenses of banks, investment banking firms, other financial institutions and their agents and counsel in connection with (i) the arranging, committing to provide or providing of Table of Contents any financing, or (ii) the structuring, negotiation or consummation of a Refinancing, any action in connection with a Partial Repurchase, an Eighth Year Action, an Approved Sale or any agreements relating thereto; (b) fees of counsel, accountants, experts and consultants to the Company; and (c) all printing and advertising expenses); provided, however, that the aggregate amount of Repurchase Expenses subtracted from the Base Value pursuant to clause (a)(iii) of the definition of “Fair Market Value” herein and from the Share Price pursuant to Section 8.2(b), without duplication, shall not exceed the sum of (x) $45 million, plus (y) the aggregate amount of the costs described in Section 8.11(e).
Examples of Repurchase Expenses in a sentence
Notwithstanding anything to the contrary contained in this Guarantee, the Company hereby agrees that to the extent Parent and Merger Sub are relieved of their obligations with respect to the Parent Termination Fee, the Company Financing Expenses or the Company Note Repurchase Expenses, the Guarantor shall be similarly relieved of its Obligations under this Guarantee but only to the same extent.
Notwithstanding anything to the contrary contained in this Guarantee, the Company hereby agrees that to the extent Parent and Merger Sub are relieved of their obligations with respect to the Parent Termination Fee, the Company Financing Expenses, the Company Note Repurchase Expenses or the CGEA Termination Fee, the Guarantor shall be similarly relieved of its Obligations under this Guarantee but only to the same extent.
More Definitions of Repurchase Expenses
Repurchase Expenses means all out-of-pocket expenses and fees incurred, accrued or payable by any Corporation Group Member or on its behalf in connection with the exercise of the Put Option or the Call Option or an Approved Sale (including, without limitation, (a) fees and expenses of banks, investment banking firms, other financial institutions and their agents and counsel in connection with (i) the arranging, committing to provide or providing of any financing, or (ii) the structuring, negotiation or consummation of a Refinancing, any action in connection with a Partial Repurchase, an Eighth Year Action, an Approved Sale or any agreements relating thereto; (b) fees of counsel, accountants, experts and consultants to the Corporation; and (c) all printing and advertising expenses); provided, however, that the aggregate amount of Repurchase Expenses subtracted from the Base Value pursuant to clause (a)(iii) of the definition of “Fair Market Value” in the Stockholders’ Agreement and from the Share Price pursuant to Section 8.2(b) of the Stockholders’ Agreement, without duplication, shall not exceed the sum of (x) $45 million, plus (y) the aggregate amount of the costs described in Section 8.11(e) of the Stockholders’ Agreement.