Transaction Cost Amount definition

Transaction Cost Amount means an amount equal to the aggregate amount, without duplication, of [*].
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Transaction Cost Amount means the aggregate amount of Transaction Costs of the Company whether paid or accrued prior to or after the Effective Time, including without limitation, the Transaction Costs payable to the Shareholder Representative (excluding the Representative Fund paid out of the Closing Payment), Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx and Xxxx Xxxxx LLP (including 50% of its fee for conducting a review of the Interim Financial Statements and its entire fee for conducting a FIN 48 analysis), the fee of the independent firm that Purchaser will retain (which selection of the firm is subject to the consent of the Company, not to be unreasonably withheld) to conduct a valuation of the intangible assets acquired by the Company from Preclick Corporation (which the parties will endeavor to conclude no later than September 30, 2011), 50% of the fees and expenses of the Paying Agent, and the cost of the “tail” insurance policy and any related professional fees in accordance with Section 6.10(c) hereof, as such amounts are set forth on the Transaction Costs Certificate.
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Transaction Cost Amount means the aggregate amount of Transaction Costs of the Company or any Subsidiary whether paid or accrued prior to or after the Effective Time, including without limitation, the Transaction Costs payable to the Stockholders’ Representative (excluding the Representative Fund paid out of the Closing Payment), Xxxxxxx Procter, LLP, Xxxxxx Xxxxxxx, 50% of the fees and expenses of the Paying Agent, 50% of the filing fees for the HSR Filing, the cost of the “tail” insurance policy and any related professional fees in accordance with Section 5.2(c)) hereof, as such amounts are set forth on the Transaction Costs Certificate.
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Examples of Transaction Cost Amount in a sentence

  • The Aggregate Equity Commitment (or any amounts contributed or funded as contemplated pursuant to the prior sentence) shall be used solely as will be required, and solely to the extent necessary, to fund the Merger Price Amount or the Transaction Cost Amount, solely to the extent and when required to be paid on the terms and subject to the conditions set forth herein and in the Merger Agreement and not for any other purpose whatsoever.

  • At the Closing, the Buyer shall also pay, on behalf of the Company, the Investment Banking Fee Amount, the Other Transaction Cost Amount and the Management Compensation Amount (other than the portion thereof payable to Sellers pursuant to Section 6.4(a)), which such amounts and the identities of the payees thereof shall be specified in a written notice provided by Seller Representative to Buyer, to the extent not provided in the CFO Certificate provided pursuant to Section 2.2(c).

  • The term "Aggregate Commitment" means an amount equal to: (i) $20,000,000; or (ii) such lesser amount as in the aggregate suffices to fully fund the Offer Price Amount and the Transaction Cost Amount pursuant to, and in accordance with, the Offer.

  • The Index Calculation Agent shall, in respect of each Index Valuation Date for an Index, determine a transaction cost amount (the “Transaction Cost Amount”) by first calculating the Rebalancing Amount, and then determining the appropriate Transaction Cost Amount in respect of that Rebalancing Amount.

  • The Aggregate Equity Commitment shall be used solely as will be required, and solely to the extent necessary, to fund the Offer Price Amount, the Transaction Cost Amount and/or the Merger Price Amount, solely to the extent and when required to be paid by Parent or the Purchaser on the terms and subject to the conditions set forth herein and in the Offer and not for any other purpose whatsoever.

  • The Aggregate Equity Commitment (or any amounts contributed or funded as contemplated pursuant to the prior sentence) shall be used solely as will be required, and solely to the extent necessary, to fund the OfferMerger Price Amount, or the Transaction Cost Amount and/or the Merger Price Amount, solely to the extent and when required to be paid by Parent or the Purchaser on the terms and subject to the conditions set forth herein and in the OfferMerger Agreement and not for any other purpose whatsoever.

  • Xxxxxxx Company, whose fees and expenses, to the extent not paid by the Company prior to Closing, shall be included in the calculation of the Transaction Cost Amount.


More Definitions of Transaction Cost Amount

Transaction Cost Amount means an amount determined pursuant to Section 4(c) (Calculation of the Risk Controlled Portfolio Level (Step One)) of this Index Calculation Module.
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Transaction Cost Amount means the sum of (i) an amount equal to the dollar amount of the Fixed Rent which is abated pursuant to the provisions of Section 1.06 hereof, plus (ii) an amount equal to the sum of all brokerage commissions or other compensation payable by Landlord to the Brokers on account of Tenant's leasing of the Initially Demised Premises (determined without regard to the provisions of the second sentence of Section 37.01 hereof).
Sample 1

Related to Transaction Cost Amount

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

  • Financing Costs Adjustment Date means each of the following days:

  • Acquisition Cost means the cost to acquire a tangible capital asset including the purchase price of the asset and costs necessary to prepare the asset for use. Costs necessary to prepare the asset for use include the cost of placing the asset in location and bringing the asset to a condition necessary for normal or expected use.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Trust Reimbursement Amount As defined in Section 3.06A(a) of this Agreement.

  • Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Advance Reimbursement Amount has the meaning stated in Section 4.4(b) of the Servicing Supplement.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • 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.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Capitalization Reimbursement Shortfall Amount With respect to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of all Mortgage Loans (or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group) during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount (or, if the Mortgage Pool is comprised of two or more Loan Groups, Available Distribution Amount for the related Loan Group) for that Distribution Date.

  • 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.

  • Advance Interest Amount means interest payable on Advances, as specified in the Servicing Agreement or Non-Lead Securitization Servicing Agreement, as applicable.

  • Assigned Annual Special Tax means the Special Tax of that name described in Section D.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.

  • Collection Costs means an amount that the Municipality can charge with regard to the enforcement of a consumer’s monetary obligations;

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.

  • 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).

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.