Specified Transaction Expenses definition

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 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 fees, costs and expenses set forth on Schedule IX.”

Examples of Specified Transaction Expenses in a sentence

• 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.

• 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.

• 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.

• Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such expense, except that the Company will pay all Specified Transaction Expenses whether or not the Company incurred such Specified Transaction Expenses.

• Schedule 1.1(a) Knowledge of Company Schedule 1.1(b) Permitted Exceptions Schedule 1.1(c) Specified Transaction Expenses Schedule 5.3(a) No Conflicts Schedule 5.3(b) No Consents Schedule 5.4(a) Capitalization Schedule 5.4(b) No Warrants, Options, etc.

More Definitions of Specified Transaction Expenses

Specified Transaction Expenses means the following expenses, to the extent incurred by the Company at or prior to the Closing in connection with the transactions contemplated hereby: expenses payable by the Company 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 the Company to such advisors for tax planning for its executives or stockholders); provided, however, that Specified Transaction Expenses will not include Taxes, all of which are set forth in Schedule 1.

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

Specified Transaction Expenses means the following expenses, to the extent incurred by the Company at or prior to the Closing in connection with the transactions contemplated hereby: (i) expenses payable by the Company to its outside professional legal, financial and accounting advisors for services performed by them with respect to the Merger and the negotiation of the this Agreement and the other agreements contemplated hereby (or any alternative transaction contemplated by the Company), including any expenses payable by the Company to such advisors for tax planning for its executives or shareholders, (ii) 50% of the fees and expenses of the Escrow Agent and (iii) 50% of the fees and expenses of the Paying Agent.

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.

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 Company’s documented out-of-pocket third party (i) legal expenses incurred in connection with the preparation, execution, negotiation and consummation of this Agreement, the letter agreement between Parent and Company dated March 24, 2009, as amended, the Merger and the other transactions contemplated hereby; (ii) audit expenses in connection with audit of the Company’s financial statements for the year ended December 31, 2008 but only to the extent such audit expenses are in excess of the amount accrued on the Company’s books, records and financial statements as of March 24, 2009 for the completion of such audit; (iii) the D&O Tail Insurance Premium Amount; and (iv) expenses incurred in connection with establishing and maintaining a “virtual” due diligence dataroom with Xxxxxxx Corporation (the “Dataroom”).