Stockholder Transaction Expenses definition

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 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 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. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
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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.

  • 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).


More Definitions of Stockholder Transaction Expenses

Stockholder Transaction Expenses has the meaning set forth in Section 2.6.
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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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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. Execution Version “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, 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 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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Related to Stockholder Transaction Expenses

  • Seller Transaction Expenses means any and all legal, accounting, consulting, investment banking, agent, brokers’ and finders’ and other similar fees, costs, and expenses of Seller and related to the negotiation, preparation, and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

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

  • Company Transaction Expenses means all costs, fees and expenses payable by the Company or any of its Subsidiaries to any Person incurred by or on behalf of the Company, any of its Affiliates or any of the Sellers on or before the Closing in connection with the preparation, negotiation, execution and consummation of this Agreement and the transactions contemplated hereby to the extent, if any, unpaid as of immediately prior to Closing (but calculated assuming consummation of the transactions contemplated hereby such that all Company Transaction Expenses that become payable as a consequence of, or upon, the Closing are included), including: (a) any brokerage, finders’ or other advisory fees, costs, expenses, commissions or similar payments; (b) any fees, costs, disbursements or expenses of counsel, accountants or other advisors or service providers; (c) other than the aggregate Option Cancellation Payments, any fees, costs, expenses of, or payments to be made by, the Company or any of its Subsidiaries related to any transaction or retention bonus, incentive bonus, stay bonus, long-term incentive awards, termination or change-of-control payment, severance or other compensatory payments to be made to any current or former employee, director or other current or former individual service provider of the Company or any of its Subsidiaries, in whole or in part, as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby (but excluding, for the avoidance of doubt, any such arrangements that are implemented by Buyer), including Tax “gross up” payments payable with respect to any of the foregoing; (d) the required employer portion of payroll or similar Taxes payable in connection with the Option Cancellation Payments or any Company Transaction Expenses (or an item that would have been a Company Transaction Expense if it had not been paid prior to the Closing); (e) any termination, exit or similar fees and expenses payable to any Seller or any of their respective Affiliates as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby pursuant to any advisory, management or other similar Contract with the Company or any of its Subsidiaries; and (f) all other fees and expenses payable by the Company or any of its Subsidiaries in connection any transactions contemplated with other potential acquirors of (or investors in) the Company or any of its Subsidiaries (including in connection with any auction process) or other strategic alternatives pursued by the Company or any of its Subsidiaries (including any public or private offering of securities).

  • 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.

  • 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.

  • 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.

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

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

  • Company Transaction Costs means all fees, costs and expenses of any financial advisors, consultants, or attorneys engaged by the Company or the Representatives and payable by the Company (all of which Persons, to the Company’s Knowledge, are identified in Company Disclosure Schedule 1.1(a)) in connection with the structuring, negotiation or consummation of the transactions contemplated by this Agreement and the other Transaction Documents which are unpaid as of the Closing.

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

  • Company Acquisition Transaction means any transaction or series of transactions (other than the Contemplated Transactions) involving:

  • 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.