Target Transaction Expenses means the unpaid Transaction Expenses incurred by or owed by Target or any Subsidiary of Target in connection with the transactions contemplated by this Agreement, as well as any other expenses, payments or amounts that are explicitly designated as Target Transaction Expenses pursuant to any provision of this Agreement, but specifically excluding any and all payments to be made pursuant to the Target Retention Bonus Plan to the participants in the Target Retention Bonus Plan; provided, however, that the reasonable fees and expenses associated with the preparation or filing of any audited financial statements of Target (excluding the Excluded Business), shall be borne equally by Acquiror and Target. In addition, fees incurred in connection with the preparation and filing of any final statutory audit returns for any of Target’s Subsidiaries, excluding SpinCo, shall not be Target Transaction Expenses and shall be paid by Acquiror.
Target Transaction Expenses means any fee, cost, expense, payment, expenditure, liability (contingent or otherwise) or obligation incurred by Target (whether incurred prior to or on the date of this Agreement, between the date of the Agreement and the Effective Time or at or after the Effective Time) that: (a) relates directly or indirectly to (i) the proposed disposition of all or a portion of the business of Target contemplated by this Agreement, (ii) the investigation and review conducted by Acquiror and its Representatives with respect to the business of Target (and the furnishing of information to Acquiror and its Representatives), (iii) the negotiation, preparation, review, execution, delivery or performance of this Agreement by Target (including the Target Disclosure Schedule), or any certificate, opinion, agreement or other instrument or document delivered or to be delivered by Target in connection with this Agreement or the transactions contemplated hereby, (iv) the preparation and submission of any filing or notice required to be made or given by Target in connection with the Merger or any of the transactions contemplated by this Agreement, and the obtaining of any consent required to be obtained in connection therewith, or (v) the Specified Matters; or (b) arises or is reasonably expected to arise, is triggered or becomes due or payable, in whole or in part, by Target as a direct or indirect result of the consummation (whether alone or in combination with any other event or circumstance) of the Merger.
Target Transaction Expenses means all out-of-pocket fees and expenses and expenses incurred by Target in connection with or related to the transactions contemplated by this Agreement, including investment banking, legal, and accounting fees and expenses, that are unpaid immediately prior to the Closing.
Examples of Target Transaction Expenses in a sentence
The Closing Statement will be prepared on a combined basis and in a manner consistent with the definitions of the terms Cash, Indebtedness, Target Transaction Expenses and Net Working Capital and with the Agreed Accounting Principles.
The Estimated Closing Statement will be prepared on a combined basis and in a manner consistent with the definitions of the terms Cash, Indebtedness, Target Transaction Expenses and Net Working Capital and with the Agreed Accounting Principles.
For purposes of this Agreement, the “Purchase Price” means an amount equal to: (i) $1,350,000,000, (ii) plus the amount of Cash, (iii) minus the amount of Indebtedness, (iv) minus the amount of Target Transaction Expenses, (v) plus the amount, if any, by which the Net Working Capital exceeds the Net Working Capital Target, and (vi) minus the amount, if any, by which the Net Working Capital is less than the Net Working Capital Target.
More Definitions of Target Transaction Expenses
Target Transaction Expenses means all third party costs, fees and expenses (including GST) due and payable by any Target Group Member in connection with the Takeover Bid, including the negotiation, preparation, execution and completion of each Transaction Document.
Target Transaction Expenses means, without duplication, (a) the fees and expenses owed by Sellers or any Target to their investment bankers, attorneys, accountants, and other professionals payable in connection with this Agreement or the consummation of the transactions contemplated hereby, (b) any success fee triggered by the consummation of the transactions contemplated hereby owed by any Target or Seller, (c) the aggregate amount of any transaction bonuses or similar payments owed by any Target to any director, officer or employee of such Target triggered by the consummation of the transactions contemplated hereby, including the employer portion of all employment and payroll Tax obligations relating to or arising from such bonuses or payments) and (d) the aggregate amount of management fees, loans, transaction fees, sale bonuses or similar payments owed by any Target to a Seller that are unpaid as of, or are triggered by, the consummation of such transactions, in the case of each of the foregoing clauses (a), (b), (c) and (d), regardless of whether such fees, expenses or other amounts are due and payable as of the Closing.
Target Transaction Expenses means the aggregate fees and expenses of the Acquired Entities owing to third parties in connection with or triggered by the negotiation, preparation and entry into this Agreement and the Related Documents, and the consummation of the transactions contemplated thereby: (a) all out-of-pocket costs and expenses arising from, relating to or in connection with obtaining any Required Consents (excluding, for the avoidance of doubt, any fees and expenses incurred by Buyer or its Affiliates in connection therewith, including the fees of its legal counsel and other advisors involved in obtaining the Required Consents); (b) any brokerage fees, commissions, finders’ fees or financial advisory fees, and, in each case, related costs and expenses; and (c) any change of control payments, transaction bonuses, retention bonuses, severance payments or any similar arrangements with current or former employees, officers, directors or contractors of the Acquired Entities that are triggered as a result of the transactions contemplated hereby, including the employer portion of any withholding, payroll, employment or similar Taxes, if any, associated therewith, in each case, to the extent unpaid at the time of Closing and
Target Transaction Expenses means the Transaction Expenses incurred by or owed by Target or any Subsidiary of Target prior to the Effective Time and to the extent unpaid at the Effective Time in connection with the transactions contemplated by this Agreement, plus (i) all severance or change of control payments and benefits incurred or owed by Target, Acquiror or any of their Affiliates pursuant to the employment agreements listed on Schedule 1.1(e) (the “Target Severance Payments”), (ii) the Target Employer Share to the extent unpaid at Closing, (iii) the Target IP Transfer Fee to the extent unpaid at Closing, and (iv) the Target Third Party Claim Amount, to the extent a settlement is entered into with respect thereto prior to Closing, and to the extent unpaid at Closing. For the sake of clarity, the following Transaction Expenses shall be deemed incurred by or owed by Acquiror in connection with the transactions contemplated by this Agreement and shall not constitute Target Transaction Expenses: (x) all severance payments and benefits incurred or owed by Target other than the Target Severance Payments, (y) the Acquiror Employer Share, if any, and (z) those Transaction Expenses described in subsection (iii) in the definition of Transaction Expenses.
Target Transaction Expenses means the Transaction Expenses owed or otherwise payable by Target, Target Subsidiary or Target Related Business in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Target Transaction Expenses shall include (i) any severance, change in control or similar payments or obligations payable to any employee or other service provider of Target, any Target Subsidiary or any Target Related Business as a result of the Merger and the transactions contemplated hereby, including the employer-portion of any withholding Taxes related thereto and to the Option Payments, (ii) any employer-portion of any employment and payroll Taxes with respect to the cancellation of or any payments made with respect to the Options or any other compensatory payments made in connection with the transactions contemplated by this Agreement, (iii) fifty percent (50%) of the Escrow Agent fees and expenses, (iv) the cost of the insurance premium for the “tail” insurance policy described in Section 6.12(b), (v) any fees, expenses or other amounts payable to Great Point at the Closing pursuant to the MSA Termination Agreement or otherwise, and (vi) any fees and expenses payable to the Securityholders’ Agent, provided however that all costs and expenses of “nose” or “tail” insurance related to medical malpractice liabilities of Target, the Target Subsidiaries and the Target Related Businesses to be purchased by Acquiror shall not be included in Target Transaction Expenses.
Target Transaction Expenses means the aggregate amount of all fees, costs and expenses incurred by or on behalf of Target or the Transferred Partnerships in connection with the process of selling Target or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated herein or the performance or consummation of the transactions contemplated herein or therein, in each case, that have not been paid prior to Closing, including, without limitation, (i) all investment banking, legal and accounting fees, costs and expenses; (ii) any fees and expenses payable by Target or the Transferred Partnerships associated with Target or the Transferred Partnerships obtaining necessary or appropriate consents of any Governmental Body; (iii) any fees or expenses payable by Target or the Transferred Partnerships associated with Target or the Transferred Partnerships obtaining the release and termination of any Liens; (iv) all brokers’ or finders’ fees; and (v) all sale, change-of-control or similar bonuses, compensation or payments to current or former directors, employees and other service providers of Target and the Transferred Partnerships that are paid or payable as a result of or in connection with the transactions contemplated herein. Target Transaction Expenses shall not include any amounts incurred by Target or the Transferred Partnerships in connection with Buyer’s financing of the transactions contemplated herein.
Target Transaction Expenses means Transaction Expenses.