Transaction Related Expenses shall have the meaning set forth in Section 9.5.
Transaction Related Expenses means any expenses, other than expenses paid by the Company or Sellers prior to the Closing or Transfer Taxes, incurred or payable by Sellers, the Company or any Affiliate of the Company to the extent the Company is liable therefor in connection with the negotiation, preparation and execution of this Agreement, the Ancillary Agreements and any other agreements and documents contemplated hereby, the performance of its and their obligations hereunder and thereunder, and the consummation of the Transaction, including (a) the fees and disbursements of the independent accountants and the legal counsel and investment bankers of the Company, brokers, and finders or other advisors to Sellers, the Company or their Affiliates in connection with the Transaction to the extent payable by the Company and (b) any expenses incurred by Sellers or the Company or their Affiliates in connection with the Transaction for which the Company is liable under this Agreement, but in all events excluding any Liabilities under or in connection with any (i) termination of employment upon or following the Closing or (ii) Plan or Multiemployer Plan.
Transaction Related Expenses means the aggregate amount of (i) out-of-pocket fees and expenses incurred by or on behalf of, or paid or to be paid by, the Acquired Companies in connection with the negotiation, preparation, execution or performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby and (ii) Transaction/Retention Bonuses.
Examples of Transaction Related Expenses in a sentence
Except to the extent the Transaction Related Expenses are paid by the Acquired Companies prior to the Closing or reflected in the Final Closing Statement, Seller is solely responsible for the payment of the fees and expenses of any broker, investment banker, financial adviser or other Person acting in a similar capacity in connection with the Transactions based upon arrangements made by or on behalf of Seller or any of its Affiliates.
More Definitions of Transaction Related Expenses
Transaction Related Expenses means all payments and obligations of SWNB related to the Merger, including without limitation, (v) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for SWNB for services rendered solely in connection with the transactions contemplated by this Agreement paid by SWNB prior to the Effective Time; (w) attorneys’ fees arising directly and exclusively from any actions, claims, suits or hearings brought by SWNB’s stockholders with respect to this Agreement or the transactions contemplated hereby; (x) any costs associated with the termination of employee benefit plans or programs (inclusive of any severance compensation paid or to be paid as provided herein, including any severance or non-solicitation agreement payments paid by either Hanmi or SWNB) or any retention bonuses paid in accordance with this Agreement and any costs incurred in connection with SWNB’s data processing
Transaction Related Expenses means the sum of (i) (A) the amount of any severance, compensation, sale bonuses, change in control bonuses, retention bonuses and similar bonuses and payments that become payable by the Purchased Company in connection with the execution of this Agreement or any Transaction Document, or the consummation of the transactions contemplated hereby or by any Transaction Document, (B) the employer’s share of any employment, unemployment, payroll and similar Taxes incurred as a result of any such payment described in clause (A) or any other payment made in connection with the transactions contemplated hereby or by any Transaction Document, and (C) any amounts payable to gross up or make whole any Person for income and/or excise Taxes imposed with respect to such payments described in clause (A) (but only to the extent required under a Contract entered into on or prior to the First Closing to which the Purchased Company is a party); (ii) the amount of any investment banking, accounting, attorney or other professional fees incurred or payable by the Purchased Company or the Sellers on or prior to the First Closing with respect to the transactions contemplated by this Agreement; (iii) the amount of all fees, Liabilities and expenses incurred by the Purchased Company for (x) the negotiation, preparation and execution of this Agreement and the Transaction Documents and (y) the performance and consummation of the transactions contemplated hereby; (iv) any fees, costs, expenses or disbursements to the extent incurred or payable by the Purchased Company in connection with obtaining any consent, approval, authorization, amendment or waiver pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby; and (v) discretionary compensation or bonus obligations owed or payable by the Purchased Company to any Seller.
Transaction Related Expenses means liabilities and obligations incurred by the Sellers or the Companies on or prior to the Closing Date in connection with this Agreement and the transactions contemplated hereunder.
Transaction Related Expenses means the (a) fees, expenses and disbursements of (i) counsel to Seller, the Acquired Companies, their stockholders or employees or (ii) any of their respective independent accountants, investment bankers, financial opinion providers, financial advisors, or other advisors, in each case, in connection with the negotiation, preparation, execution and performance of this Agreement, the Ancillary Agreements, the Related Agreements and the Transactions, to the extent payable by the Acquired Companies, in each case, whether accrued or not; (b) the aggregate amount of any and all stay and retention bonuses, transaction completion bonuses, deferred compensation or other similar payment made or entered into in contemplation of the Transactions or otherwise accelerated or required to be made to the Company Employees as a result of, or in connection with, the Transactions (including all related employment or payroll Taxes), in each case whether or not accrued; and (c) the aggregate amount of any severance obligations of the Acquired Companies that relate to terminations of employment that occur prior to Closing.
Transaction Related Expenses means all costs, fees, expenses and other amounts incurred or payable (or reasonably expected to be incurred or payable), directly or indirectly, by i3 or any i3 Subsidiary (as hereinafter defined), in connection with this Agreement or the Merger, including (i) all legal, accounting, investment banking and other fees, costs and expenses incurred for the benefit of i3 or any i3 Subsidiary, including the fees payable to Xxxxxxx Bros. and Caymus Partners LLC, (ii) all filing, registration and other similar fees and expenses paid or to be paid by i3 or any i3 Subsidiary, (iii) all fees and expenses payable upon a “change in control” of i3 or otherwise in connection with the consummation of the transactions contemplated herein, including severance payments, stay bonuses or other termination payments, (iv) the adverse consequences on the Taxes payable by i3, the Surviving Corporation or ACE*COMM as a result of the payment of the amounts described in the preceding clause (iii), and (v) the fees, costs and expenses described on Schedule 1.4(b)(3), in each case whether such fees would be capitalized or expensed in accordance with GAAP. Not less than 10 trading days prior to the Mailing Date, i3 shall ask all of its attorneys, accountants and other professionals to render current and correct invoices for all actual or expected unbilled time and disbursements through the Closing Date, which invoices shall include a good faith estimate of the additional fees and expenses which are reasonably expected to be incurred by i3 in connection with the transactions contemplated hereby. In order to facilitate the compilation of the Remaining Liabilities of the Estimated Closing Balance Sheet, i3 shall make available to ACE*COMM and its advisors such work papers, schedules and other supporting data as may be reasonably requested by ACE*COMM to enable it to verify the information contained therein other than the work papers, schedules and supporting data of i3’s lawyers with respect to whom i3 shall only be obligated to provide an invoice and estimate of such amounts. The parties shall negotiate in good faith to resolve any differences or disagreements they may have with respect to the Remaining Liabilities of the Estimated Closing Balance Sheet; provided, that Remaining Liabilities that are or have been invoiced, fixed or otherwise billed in full prior to the Mailing Date and reflected in the Estimated Closing Balance sheet shall not be subject to any differences or disagreement...
Transaction Related Expenses has the meaning set forth in Section 5.2(c)(ii).
Transaction Related Expenses of any Person means any expenses incurred by such Person or any of its Subsidiaries, or by any holder of equity securities of such Person or other shares in the capital stock of such Person or Affiliates of such holders to the extent that such Person or its Subsidiaries is liable therefor, in connection with the transactions contemplated by this Agreement, including (i) the fees and disbursements of counsel to such Person or their independent accountants, financial advisors or other advisors in connection with the transactions contemplated hereby to the extent payable by such Person or its Subsidiaries, (ii) any expenses incurred by such Person or its Subsidiaries in connection with the transactions contemplated hereby or for which any of them may have any liability, including expenses allocated to such Person under this Agreement, and (iii) any payment, including any stay-bonus, transaction completion bonus, retention or similar payment, made or required to be made to any officer, director or employee of such Person or its Subsidiaries as a result of the transactions contemplated hereby.