Specified Transaction Expenses definition

Specified Transaction Expenses means the sum of (a) all amounts in excess of the Specified Transaction Expenses Threshold the Company or any of its Subsidiaries paid, incurred, committed to pay or are otherwise obligated to pay since October 31, 2010, whether or not actually paid prior to, or payable at any time after, the Effective Time, to financial advisors, auditors, legal counsel, the Stockholders’ Agent (including, for the avoidance of doubt, the Stockholders’ Agent’s Fund) or other Representatives or any other Person in connection with the Transactions contemplated hereby and the process leading up to the execution and delivery of this Agreement and the consummation and implementation of the Transactions (including, for the avoidance of doubt, any Taxes, Transfer Taxes, costs, expenses or other amounts the Company or any of its Subsidiaries paid, incurred, committed to pay or are otherwise obligated to pay to, or on behalf of, any Person, whether by way of reimbursement, indemnification or otherwise); and (b) all Transaction Taxes.

Specified Transaction Expenses means the amounts designated on Section 1.1(a) of the Company Disclosure Schedule as “Purchase Price Adjustments” (which schedule may be updated from time to time after the date hereof at the mutual written agreement of Buyer and the Company).

Specified Transaction Expenses means the fees, costs and expenses set forth on Schedule IX.”

Examples of Specified Transaction Expenses in a sentence

• Seller shall use its reasonable best efforts to obtain from each payee of Specified Transaction Expenses and deliver to Purchaser, at least three (3) Business Days prior to the Closing, a written invoice for the full amount of the Specified Transaction Expenses owed to such payee (“ Invoices”) that provides that, upon payment of such Invoice, all amounts due to such payee by any Group Company that are Specified Transaction Expenses shall be paid in full.

• Except as otherwise provided in this Agreement (including Section 2.14), whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including Specified Transaction Expenses) will be paid by the party incurring such expense, except that fifty percent (50%) of the fees and expenses of the Paying Agent and Escrow Agent shall be paid by Purchaser.

• At the Closing, Purchaser shall pay, or cause to be paid (i) on behalf of the Group Companies, all Specified Transaction Expenses in accordance with the Closing Statement and the Invoices therefor furnished to Purchaser pursuant to Section 6.3(b) and (ii) the remaining portion of any Shared Expenses that remain unpaid as of the Closing in accordance with the Closing Statement.

• Without limiting the generality of the foregoing, all Specified Transaction Expenses of the Company unpaid by the Company by the Closing Date will be borne by the Company Holders via a reduction of the Merger Consideration pursuant to the terms of this Agreement.

More Definitions of Specified Transaction Expenses

Specified Transaction Expenses means the following expenses, to the extent incurred by Company or a Company Subsidiary at or prior to the Closing in connection with the transactions contemplated hereby: expenses payable by Company or any Company Subsidiary to its outside professional legal, financial and accounting advisors for services performed by them with respect to the Merger and the negotiation of this Agreement or any of the other agreements or documents referred to herein.

Specified Transaction Expenses means all expenses incurred by or on behalf of the Company or any Company Subsidiary in connection with the transactions contemplated hereby, including legal, accounting, Tax, financial advisory, valuation expert, environmental consultants and other professional or transaction related costs, fees and expenses incurred by the Company or any Company Subsidiary in connection with this Agreement or in investigating, pursuing or completing the transactions contemplated hereby (including any amounts owed to any consultants, auditors, accountants, attorneys, brokers or investment bankers) and 50% of the aggregate fees and expenses in connection with the filings under the HSR Act and other Antitrust Laws, and will include the IPO Expenses, but shall not include any amounts incurred by the Company in connection with the obligations set forth in Sections 5.1(b) or 5.17(a).

Specified Transaction Expenses means all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by the Company Entities with respect to the Merger and the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, including (i) 50% of the filing fees payable under or pursuant to the HSR Act in connection with the Merger, (ii) 50% of the fees and expenses of the Escrow Agent, (iii) 50% of the fees and expenses of the Payment Agent up to a maximum of $5,000 in the aggregate, (iv) the Company’s preparation, filing, printing and mailing of the solicitation of equity holder consents and (v) any expenses payable by the Company Entities to such advisors for tax planning for its executives or stockholders, in each case, whether or not invoiced or billed prior to the Effective Time.

Specified Transaction Expenses shall have the meaning set forth in the definition of “Transaction Expenses”.

Specified Transaction Expenses means the following expenses, to the extent incurred by Company or its shareholders (but only to the extent the Company has expressly agreed to cover such shareholder’s expenses) at or prior to the Closing in connection with the transactions contemplated hereby: expenses payable by the Company or its shareholders (but only to the extent the Company has expressly agreed to cover such shareholder’s expenses) to its outside professional legal, financial and accounting advisors for services performed by them with respect to the Merger and the negotiation of this Agreement (including any expenses payable by Company to such advisors for tax planning for its executives or shareholders, as applicable).

Specified Transaction Expenses means the particular expenses of the Company in connection with the transactions contemplated hereby that are specified on Schedule 1.1(c).

Specified Transaction Expenses means the following expenses, to the extent incurred by or on behalf of the Company at or prior to the Closing in connection with the transactions contemplated hereby and unpaid as of the Closing: expenses payable by Company to its outside professional legal, financial, accounting and other advisors for services performed by them with respect to the Closing, the negotiation of this Agreement and the other agreements contemplated hereby (including any expenses payable by Company to such advisors for tax planning for its executives or Company Securityholders); provided, that, the amounts payable by Parent on behalf of the Company pursuant to the Accounting Expense-Sharing Agreement shall not constitute a Specified Transaction Expense.