Specified Transactional Expenses definition

Specified Transactional Expenses means the following expenses, to the extent incurred or accrued but not paid by Target (whether or not Target has been invoiced for such expenses) at or prior to the Closing in connection with the transactions contemplated hereby: (i) expenses payable by Target to its outside professional legal, financial, accounting and other advisors (including UBS) for services performed by them with respect to the Merger and the negotiation of this Agreement, but expressly excluding expenses payable for any services rendered in connection with the fulfillment of the Stakeholders’ Agent’s obligations under this Agreement, (ii) the Transaction Bonuses (whether paid by Target, Acquiror or otherwise), and (iii) any severance or termination payments payable by Target to employees of Target who are terminated in connection with the consummation of the transactions contemplated by this Agreement, as described in Section 5.3 of this Agreement, provided that the aggregate amount of severance and termination payments as described in subsection (iii) above that are included in the calculation of the Specified Transactional Expenses shall not exceed Five Million Dollars ($5,000,000).
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Specified Transactional Expenses means any amounts in excess of $5,000,000 paid by the Company since March 31, 2006, or payable at any time after the Effective Time, to financial advisors, investment bankers, accountants, auditors, the Stockholders’ Agent (including, without limitation, the Stockholders’ Agent’s Fund), legal counsel or other agents, representatives, advisors or any other person in connection with the transactions contemplated hereby, and to any party with respect to any consent, royalty, milestone, settlement or similar payments under any Contract (including, without limitation, any amounts payable in connection with the matters set forth in Section 9.1(b)(iii) of the Company Disclosure Schedule), as set forth in a statement delivered by the Company to Parent not less than five business days prior to the Closing Date (and updated and supplemented by the Company through and including the Closing Date), and agreed to by Parent (the “Expense Statement”).
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Specified Transactional Expenses means the following expenses, to the extent incurred by Target at or prior to the Closing in connection with the transactions contemplated hereby: (i) expenses payable by Target 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 Target to such advisors for tax planning for its executives or shareholders), but expressly excluding expenses payable for any services rendered in connection with the fulfillment of the Shareholders’ Agent’s obligations under Section 2.13; and (ii) severance payments payable by Target to Rxxxxxx X. Xxxxxxxx, Rxxxxxx X. Xxxxxxxx and Axxxxxx X. Xxxxxx under existing arrangements as a result of the consummation of the Merger.
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Examples of Specified Transactional Expenses in a sentence

  • All severance or other obligations of such Terminated Employees arising out of the termination of their employment shall be paid by Target and the Subsidiaries and shall constitute Specified Transactional Expenses to the extent set forth therein.

  • At least five (5) days prior to the Closing Date, Target will deliver to Acquiror a notice setting forth the amount of each of the unpaid Specified Transactional Expenses required to be paid by Target as of the Closing.

  • The Company shall be responsible for and pay all Specified Transactional Expenses.

  • Parent acknowledges and agrees that such payment of Specified Transactional Expenses, to the extent incurred at or prior to Closing by the Company, shall not be offset against or deducted from the Merger Consideration and shall not be subject to indemnification or reimbursement by the Former Stockholders or withdrawn from the Escrow Fund for any reason.

  • Xxxxxxxx), excluding all such liabilities representing obligations to pay Specified Transactional Expenses.

  • Acquiror will be entitled to reduce the Aggregate Closing Merger Consideration by the amount of unpaid Specified Transactional Expenses set forth in such notice as described in Section 1.1 of this Agreement, and such amounts will be paid at the Closing by Acquiror directly to the parties listed on such notice.

  • From and after the Closing, Parent shall ensure that the Company pays the Specified Transactional Expenses to the extent not previously paid.

  • Acquiror will be entitled to reduce the Aggregate Closing Merger Consideration by the amount of unpaid Specified Transactional Expenses set forth in such notice as described in Section 1.1 of this Agreement, and Acquiror shall cause such amounts, less any amount required to be withheld pursuant to any Tax Law, to be paid at the Closing to the parties listed on such notice.


More Definitions of Specified Transactional Expenses

Specified Transactional 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 on behalf of the Company with respect to the Merger and the negotiation of this Agreement (including, without limitation, any fees payable to Credit Suisse).
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Related to Specified Transactional Expenses

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Specified Transaction will have the meaning specified in Section 14 of this Agreement.

  • Qualified Transaction means a qualified

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Excluded Transactions means:

  • Export Transactions Net Activity means the aggregate net total, resulting from Export Transactions, of (i) Spot Market Energy charges, (ii) Transmission Congestion Charges, and (iii) Transmission Loss Charges, calculated as set forth in Operating Agreement, Schedule 1 and the parallel provisions of Tariff, Attachment K-Appendix. Export Transactions Net Activity may be positive or negative.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • 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).

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

  • Subject Transaction as defined in Section 6.8(d).

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Pro Forma Event has the meaning set forth in the definition of “pro forma basis.”

  • Recurring Transaction means a regular payment collected from your Card by an originator, in line with your instruction.

  • Specified Expenses For any Test Period, (i) Rent incurred for the same Test Period, and (ii) the (1) income tax expense, (2) consolidated interest expense, (3) depreciation and amortization expense, (4) any nonrecurring, unusual, or extraordinary items of income, cost or expense, including but not limited to, (a) any gains or losses attributable to the early extinguishment or conversion of indebtedness, (b) gains or losses on discontinued operations and asset sales, disposals or abandonments, and (c) impairment charges or asset write-offs including, without limitation, those related to goodwill or intangible assets, long-lived assets, and investments in debt and equity securities, in each case, pursuant to GAAP, (5) any non-cash items of expense (other than to the extent such non-cash items of expense require an accrual or reserve for future cash expenses (provided that if such accrual or reserve is for contingent items, the outcome of which is subject to uncertainty, such non-cash items of expense may, at the election of the Tenant, be added to net income and deducted when and to the extent actually paid in cash)), (6) any Pre-Opening Expenses, (7) transaction costs for the spin-off of Tenant’s Parent, the entry into this Master Lease, the negotiation and consummation of the financing transactions in connection therewith and the other transactions contemplated in connection with the foregoing consummated on or before the date hereof, (8) non-cash valuation adjustments, (9) any expenses related to the repurchase of stock options, and (10) expenses related to the grant of stock options, restricted stock, or other equivalent or similar instruments; in the case of each of (1) through (10), of Tenant and the Subsidiaries of Tenant that are Guarantors on a consolidated basis 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.

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

  • Permitted Acquired Debt shall have the meaning set forth in Section 9.04(d).

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Pro Forma Effect means, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all Stock in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness and (c) any incurrence or assumption of Indebtedness by the Borrower or any of the Restricted Subsidiaries in connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.