Stockholder Transaction Expenses definition

Stockholder Transaction Expenses means the out-of-pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party) incurred by Stockholder and its Affiliates solely in connection with or related to the authorization, preparation, due diligence, exploration, negotiation, execution and performance of the Debt Financing.
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Stockholder Transaction Expenses means the following: (i) all of the Company’s reasonable, documented (whether before or after the Effective Time), out-of-pocket fees, costs and expenses (including travel expenses and legal, financial advisor and other consultant fees and expenses) incurred in connection with this Agreement and the transactions contemplated by this Agreement, including the preparation, execution and delivery of this Agreement and the Company’s compliance with this Agreement, other than $15,000 of such amount in respect of the fees, costs and expenses of the Company’s counsel, Xxxx Xxxxxxx & Xxxxxx LLP, (ii) 50% of all reasonable, documented, out-of-pocket fees, costs and expenses (including travel expenses) incurred in connection with or arising out of the audit of the Company Financial Statements, (iii) 50% of all reasonable, documented, out-of-pocket fees, costs and expenses of the Escrow Agent, (iv) any insurance premiums payable under Section 5.1(c)(ii) in excess of $75,000, (v) any and all fees payable to any person pursuant to any agreement disclosed on Schedule 3.22 of the Company Disclosure Schedule to the extent such fees are payable or paid as a result of the consummation of the Merger (it being agreed, for the avoidance of doubt, that no fee payable to Hunter Realty Organization, LLC will be deemed “payable or paid as a result of the consummation of the Merger”) and (vii) any and all other expenses incurred by the Company in order to perform its covenants and obligations hereunder.
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Stockholder Transaction Expenses means all reasonable and documented fees and disbursements of the Stockholder and its Affiliates payable to unaffiliated third parties (including, without limitation, outside counsel, agents, advisors, consultants, experts and financial advisors employed by or on behalf of the Stockholder or any of its Affiliates) incurred in connection with the Transactions, in each case, to the extent payable in cash; provided that such fees and disbursements of the Stockholder and its Affiliates shall not exceed $200,000.00 in the aggregate.
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Examples of Stockholder Transaction Expenses in a sentence

  • If the Merger Agreement is terminated in accordance with its terms, promptly upon such termination, the Company shall reimburse the Stockholder for all Stockholder Transaction Expenses.

  • Merger Sub shall receive sufficient cash in order to fund the Closing Payment (without regard to Estimated Closing Working Capital Adjustment), the Pre-Closing Dividend, the Stockholder Transaction Expenses and the Parent Transaction Expenses.

  • If the Closing occurs, at the Closing, Acquiror shall pay, or cause to be paid, to the Stockholder (or as directed by the Stockholder), by wire transfer of immediately available funds, the Stockholder Transaction Expenses (as defined below).

  • The obligations of the Stockholders with respect to the Lazard Fee and the Stockholder Transaction Expenses (except with respect to obligations arising from claims under 10.2(a)(vi)) have been reflected in the adjustment to the Base Amount set forth in Section 2.2(a)(i).

  • The Company shall pay or reimburse all the Parent Transaction Expenses and the Stockholder Transaction Expenses.

  • The Merger Consideration payable to the Stockholders hereunder is equal to $17,200,000 less the Stockholder Transaction Expenses (as defined below) as of the Effective Time, less the estimated fair market value of the Substituted Options (as defined in Section 1.7(b)) of $480,769.18 and Warrants of $10,465.54 and less the aggregate value of the Parent Common Stock issued to the Rollover Stockholders of $1,231,750.18, or an aggregate of $14,918,038.82.

  • No agent, broker, firm or other Person acting on behalf of such Seller is, or will be, entitled to any investment banking, commission, broker’s or finder’s fees from any of the parties hereto, or from any Affiliate of any of the parties hereto, in connection with any of the transactions contemplated by this Agreement, except for UBS Securities LLC whose fees and expenses will be paid as part of the Company and Stockholder Transaction Expenses or by such Seller.

  • Other than to Banc of America Securities LLC, Credit Suisse First Boston LLC and Xxxxxx Brothers Inc., whose fees are included in the Company Stockholder Transaction Expenses, neither the Company nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

  • Whenever Allah wants to strike a city with an earthquake, He shakes one of its veins.

  • The Stockholders’ Representative will pay any Company and Stockholder Transaction Expenses exceeding the estimate thereof from the Net Assets Holdback and/or the Stockholder Holdback.


More Definitions of Stockholder Transaction Expenses

Stockholder Transaction Expenses means, without duplication and to the extent not included in the calculation of Net Working Capital, Cash on Hand or Indebtedness, all (i) third party fees and expenses, including any fees expenses payable to counsel, accountants, investment bankers and consultants, payable by Company arising from, incurred in connection with or incident to this Agreement, the Merger and the transactions contemplated hereby, including the drafting, negotiation, execution and delivery of this Agreement and all of the other agreements and documents contemplated hereby; (ii) amounts required to be paid by or on behalf of Company to any current or former employee, equityholder, officer, manager, director or other Person as a performance or other bonus in connection with the consummation of the transactions contemplated hereby (together with any employment related Taxes, including payroll taxes, social security contributions, unemployment insurance and employment training tax, which are required to be paid by the Company or the Surviving Company in connection with such amounts), including any Severance Payments but excluding any MIP Payments, and (iii) amounts payable pursuant to the Put Option Agreement, dated January 25, 2011, between Company and SVB Financial Group; provided, however, Stockholder Transaction Expenses shall not include (A) any payments made under the Employment Agreements or Non-Compete Agreements, including any bonus payments or programs of Parent, the Surviving Company or their Affiliates relating to periods following the Effective Time, and (B) any severance or other similar payments (other than the Severance Payments), including accrued vacation and accrued bonuses and other similar compensation paid or payable in connection with the termination of any employee of the Company in connection with or as a result of the Merger and the transactions contemplated hereby. It is understood and agreed that notwithstanding anything to the contrary contained herein Stockholders may assign Parent shares to the Firm and Company’s Investment Banker in lieu of cash in order to satisfy Stockholder Transaction Expenses.
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Stockholder Transaction Expenses has the meaning set forth in Section 2.6.
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Stockholder Transaction Expenses means, without duplication and to the extent not included in the calculation of Net Working Capital, Cash on Hand or Indebtedness, all (i) third party fees and expenses, including any fees expenses payable to counsel, accountants, investment bankers and consultants, payable byCompany arising from, incurred in connection with or incident to this Agreement, the Merger and the transactions contemplated hereby, including the drafting, negotiation, execution and delivery of this Agreement and all of the other agreements and documents contemplated hereby; (ii) amounts required to be paid by or on behalf of Company to any current or former employee, equityholder, officer, manager, director or other Person as a performance or other bonus in connection with the consummation of the transactions contemplated hereby (together with any employment related Taxes, including payroll taxes, social security contributions, unemployment insurance and employment training tax, which are required to be paid by the Company or the Surviving Company in connection with such amounts), including any Severance Payments but excluding any MIP Payments, and (iii) amounts payable pursuant to the Put Option Agreement, dated January 25, 2011, between Company and SVB Financial Group; provided, however, Stockholder Transaction Expenses shall not include (A) any payments made under the Employment Agreements or Non-Compete Agreements, including any bonus payments or programs of Parent, the Surviving Company or their Affiliates relating to periods following the Effective Time, and (B) any severance or other similar payments (other than the Severance Payments), including accrued vacation and accrued bonuses and other similar compensation paid or payable in connection with the termination of any employee of the Company in connection with or as a result of the Merger and the transactions contemplated hereby. It is understood and agreed that notwithstanding anything to the contrary contained herein Stockholders may assign Parent shares to the Firm and Company’s Investment Banker in lieu of cash in order to satisfy Stockholder Transaction Expenses.
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Stockholder Transaction Expenses means the sum of: (a) the difference between (i) Transaction Expenses less (ii) Assumed Transaction Expenses and less (iii) Reimbursed Transaction Expenses and (b) the IPO Transaction Expenses. “Subsidiary,” when used with respect to any party hereto, shall mean any entity of which such party (a) owns 50% or more of the outstanding securities or other ownership interests, or (b) through contract or otherwise possesses power to appoint at least 50% of the directors of such entity (or persons performing similar functions).
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Stockholder Transaction Expenses means any and all amounts unpaid as of the Closing due from the Company in connection with the transactions contemplated by this Agreement, including (i) any amounts payable to Stockholder’ or Company’s counsel, accountants or financial advisors for services relating to a potential sale of the Company, or to reimburse any person for out-of-pocket expenses relating to a potential sale and (ii) any bonuses or other compensation payable by the Company in connection with the transactions contemplated by this Agreement. Stockholder’ Transaction Expenses shall specifically include all amounts payable after the Closing pursuant to (i) that certain Separation Agreement and General Release dated as of July 5, 2017 by and between the Company and Xxxxxxxxx Xxxxxxx and (ii) any other Contract entered into prior to the Closing with respect to the separation or termination of any employee of, or consultant to, the Company. “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) shall mean any federal, state, local or foreign net income, alternative or add-on minimum, value-added, gross income, gross receipts, real or personal property, windfall profit, severance, production, ad valorem, sales, use, transfer, gains, license, excise, employment, employer health or health insurance, payroll, withholding or minimum tax, stamp or environmental tax or any other tax custom, duty, governmental fee or other like assessment or charge, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Body.
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Stockholder Transaction Expenses means the following: (i) all of the Company’s out-of-pocket, legal fees, costs and expenses (in each case, whether before or after the Effective Time and including travel expenses) in excess of $75,000 incurred in connection with this Agreement and the transactions contemplated by this Agreement, including the preparation, execution and delivery of this Agreement and the Company’s compliance with this Agreement, (ii) all of the Company’s financial advisor and other consultant fees and expenses incurred in connection with this Agreement (other than the $7,500 monthly fee payment to Alterity Partners and related expenses) and the transactions contemplated by this Agreement (whether before or after the Effective Time), including any investment banking success fee owed by the Company which may become payable at the Effective Time, (iii) all of the Company’s documented (whether before or after the Effective Time), out-of-pocket fees, costs and expenses (including travel expenses) incurred in connection with or arising out of the audit of the Company Financial Statements performed by Xxxxxxx Xxxxxx & Co., P.A., (iii) 50% of all reasonable, documented, out-of-pocket fees, costs and expenses of the Escrow Agent, (iv) $20,000 of the insurance premiums payable under Section 5.1(c)(ii), (v) consulting payments to Xxxxx Xxxxxxxxx in excess of $10,000, (vi) any and all fees payable to any person pursuant to any agreement disclosed on Schedule 3.22 of the Company Disclosure Schedule to the extent such fees are payable or paid as a result of the consummation of the Merger and (vii) any and all other expenses incurred by the Company prior to or at the Effective Time (whether paid or payable before, at or after the Effective Time) in connection with this Agreement and the transactions contemplated hereby; provided, however that Stockholder Transaction Expenses shall not include (x) salary or overtime payments to Xxxxxx Xxxxx or (y) withholding and employment taxes to be paid by Parent or the Surviving Corporation with respect to holders of Stock Options.
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Related to Stockholder Transaction Expenses

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • 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).

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

  • Transaction Expenses means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

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

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

  • Acquisition Expenses means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting, and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Liquidation Expenses With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

  • Distribution Expenses means, with respect to all rights granted to LGF hereunder, one hundred percent (100%) of the aggregate of all actual, direct, out-of-pocket, third xxxxx costs expended or incurred by LGF in direct connection with the distribution and exploitation of the Picture throughout the Territory in all media, including, without limitation, all DLT Creation Costs, and all conversion, manufacturing, duplication, shipping, marketing, advertising, promotion and publicity costs, and all costs to complete Delivery of the Picture (to the extent (i) LGF elects to cure any failure of Grantor to complete Delivery of the Picture in accordance with the Delivery Schedule and/or (ii) LGF is required to take "access" to any Delivery Materials pursuant to the Delivery Schedule; and/or fiii) Grantor is not required to deliver such elements under the Delivery Schedule).

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Class Counsel Litigation Expenses Payment mean the amounts allocated to Class Counsel for reimbursement of reasonable attorneys’ fees and expenses, respectively, incurred to prosecute the Action.

  • Registration Expenses means the out-of-pocket expenses of a Registration, including, without limitation, the following:

  • Litigation Expense means any court filing fee, court cost, arbitration fee, and each other fee and cost of investigating or defending an indemnified claim or asserting any claim for indemnification or defense under this Agreement, including Attorney’s Fees, other professionals’ fees, and disbursements. “Attorney’s Fees” include a charge for the service of in-house counsel at the market rate for independent counsel of similar experience.

  • 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.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Acquisition Fee means any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making or investing in Mortgages or the purchase, development or construction of a Property, including real estate commissions, selection fees, Development Fees, Construction Fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Sponsor in connection with the actual development and construction of a project.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Acquisition Fees means the fee payable to the Advisor pursuant to Section 8.01 plus all other fees and commissions, excluding Acquisition Expenses, paid by any Person to any Person in connection with making or investing in any Property or other Permitted Investment or the purchase, development or construction of any Property by the Company. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, Development Fee, Construction Fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be Development Fees and Construction Fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Property.