Unpaid Company Transaction Expenses means Company Transaction Expenses, but only to the extent they have not been paid by or on behalf of the Company in Cash on or prior to the close of business on the day immediately preceding the Closing Date and have, accordingly, not reduced the Closing Cash.
Unpaid Company Transaction Expenses means the Company Transaction Expenses that are unpaid as of immediately prior to the Closing.
Unpaid Company Transaction Expenses means any Company Transaction Expenses that have not been paid as of 12:01 a.m. Pacific Time on the Closing Date.
Examples of Unpaid Company Transaction Expenses in a sentence
For the avoidance of doubt, the Unpaid Company Transaction Expenses shall not include any fees and expenses of the Company’s stockholders.
For the avoidance of doubt, provided that the Yorkville SEPA is entered into, all payments of Unpaid Company Transaction Expenses and Unpaid GigCapital5 Transaction Expenses shall be made in accordance with a payment schedule that the parties are continuing to refine, but that is currently as outlined in Schedule 3.04 hereto.
As of the Closing Date, Buyer and Merger Sub shall provide sufficient funds to the Surviving Corporation to enable the Surviving Corporation to pay the Unpaid Company Transaction Expenses, and the Surviving Corporation shall pay such Unpaid Company Transaction Expenses on the Closing Date.
In calculating Closing Debt, Closing Cash, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses, (x) the Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice and (y) each such amount shall be no greater than the higher corresponding amount calculated by the Equityholders Representative or Parent and no lower than the lower corresponding amount calculated by the Equityholders Representative or Parent.
For the avoidance of doubt, each such share of GigCapital5 Common Stock issued pursuant to this Section 3.04(g) shall be treated as $10.00 of Unpaid Company Transaction Expenses.
More Definitions of Unpaid Company Transaction Expenses
Unpaid Company Transaction Expenses means any professional services fees, costs or expenses incurred or suffered by any Group Company in connection with the consideration, review, pursuit, negotiation, execution and/or performance of this Agreement and the transactions contemplated by this Agreement, in each case, that remain unpaid as of the Relevant Time less any Service Tax chargeable in respect of the matters giving rise to such amounts which is recoverable (whether by way of credit or refund and whether by a Group Company or by any member of its fiscal group) but only to the extent such amounts are actually recovered;
Unpaid Company Transaction Expenses means all costs and expenses of the Company incurred to third parties in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby, including any brokerage fees and commissions, finders’ fees or financial advisory fees and any fees and expenses of counsel or accountants payable by the Company, in each case which have not been paid in full as of the Closing Date.
Unpaid Company Transaction Expenses means, to the extent not paid prior to the Closing, (a) any unpaid fees and expenses of the Company incurred in connection with (i) the transactions contemplated hereby for any investment bank acting as financial advisor to the Company or the Securityholders, any law firm acting as legal advisor to the Company or the Securityholders, or any other firm acting as advisor to the Company or the Securityholders on matters related to the transactions contemplated hereby or (ii) advisory services in connection with the activities set forth in Section 6.08 of the Company Disclosure Schedule and (b) the Non-Waived 280G Benefits Amount (if any).
Unpaid Company Transaction Expenses means any Company Transaction Expenses that have not been paid as of the close of the Business Day Singapore time on the Closing Date.
Unpaid Company Transaction Expenses means (i) the fees and disbursements payable by the Company to those Persons identified in Section 4.18 of the Company Disclosure Schedule; (ii) the fees and disbursements payable to legal counsel or accountants of the Company that are payable by the Company in connection with the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby; (iii) any bonus, transaction, change of control, severance, incentive compensation, termination, retention or similar transaction-related payments to be paid to any Service Provider of the Company or any Subsidiary, as well as the employer portion of any payroll Taxes to be paid in connection therewith, including any such amounts that are contingent upon both consummation of the transactions contemplated hereby and the termination of employment (or the occurrence of other double-trigger events) occurring after the Closing, to the extent such Taxes are payable at or substantially contemporaneous with the Closing; (iv) any employer-portion of payroll Taxes relating to or resulting from the payment of any portion of the employee options that are payable at or substantially contemporaneous with the Closing; (v) all unpaid Taxes of the Company attributable to any Pre-Closing Tax Period, calculated in accordance with Section 7.2 and determined on a jurisdiction by jurisdiction basis (with the amount for each jurisdiction never being less than zero dollars ($0)); and (vi) all other miscellaneous fees, expenses or costs, in each case, incurred by the Company in connection with the transactions contemplated by this Agreement; provided, that in the case of the foregoing clauses (i) through (vi), only to the extent such amounts have not been paid by the Company prior to the Closing and for which the Company is and remains liable to pay following the Closing; provided, further, that the foregoing clauses (ii) and (iii) shall not include any fees, expenses or disbursements incurred by Purchaser, or by the Company which are on behalf of Purchaser, including any advisory fee and the fees and expenses of Purchaser’s attorneys, accountants and other advisors; provided, further, for the avoidance of doubt, that any such amounts which are for the liability of the Seller, and not the Company, shall be excluded from Unpaid Company Transaction Expenses.
Unpaid Company Transaction Expenses means (a) the fees and disbursements payable to legal counsel, financial advisors, accountants, and other agents of the Company or the Selling Shareholders which are due or payable in connection with the transactions contemplated by this Agreement, (b) any bonus, severance, termination, buyout or change in control payments to be paid to any director, officer or employee of the Company or its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement and any payroll or employment taxes of any kind incurred by the Company or its Subsidiaries in connection therewith, (c) the Expense Fund, (d) fifty percent (50%) of the R&W Insurance Premium (excluding only the incremental cost of the premium for an R&W Insurance Policy with a limit of liability in excess of $10,000,000), (e) any amounts due or payable in connection with any incentive or profit sharing plan of the Company, including, without limitation, (i) the Company’s Long Term Incentive Plan Phantom Stock Plan, dated as of December 31, 2016, (ii) the Management Incentive Plan, and (iii) any Terminating Plan, including, in each case, any payroll or employment taxes of any kind incurred by the Company or its Subsidiaries in connection therewith, and (f) all other miscellaneous expenses or costs, in each case, incurred by the Company and its Subsidiaries, or the Selling Shareholders, which are payable by the Company or its Subsidiaries, in connection with the transactions contemplated by this Agreement but only to the extent they have not been paid by the Company in Cash on or prior to the close of business on the day immediately preceding the Closing and have, accordingly, not reduced the Closing Date Cash, as set forth on Schedule 1.6(b); provided, however, that the foregoing clauses (a) and (f) shall not include any fees, expenses or disbursements incurred solely by Merger Sub or solely by the Surviving Corporation which are on behalf of Merger Sub.
Unpaid Company Transaction Expenses means all expenses and fees incurred by the Company and its Subsidiaries at or prior to the Closing in connection with the transactions contemplated by this Agreement (including investment bankers, attorneys, accountants, proxy solicitors and other consultants and advisors and all printing, mailing, and filing fees), but only to the extent such expenses and fees have not been paid by the Company in cash as of immediately prior to the Closing. The following terms are defined in the Section of this Agreement set forth after such term below: Acceptable Confidentiality Agreement 5.3(b) Action 3.7 Adverse Recommendation Change 5.1(b) Affiliate 8.10 Agreement Preamble Balance Sheet Date 3.5(d) Bankruptcy and Equity Exception 3.3(a) Business Day 8.10 Certificate 2.1(c) Certificate of Merger 1.3 Closing 1.2 Closing Date 1.2 Code 2.2(g) Company Preamble Company Acquisition Agreement 5.3(c) Company Adverse Recommendation Change 5.3(c) Company Board Recommendation 8.10 Company Charter Documents 3.1(c) Company Common Stock 2.1 Company Confidential Information 3.13(h) Company Disclosure Schedule Article III Company Employees 5.12(a) Company Intellectual Property 3.13(a)(i) Company Material Adverse Effect 3.1(a) Company Material Contract 3.14(a)(T) Company Net Working Capital 8.10 Company Intellectual Property 3.13(a)(i) Company Owned Software 3.13(a)(iii) Company Pension Plan 3.11(a) Company Plan 8.10 Company Preferred Stock 3.2(a) Company Products 3.13(a)(viii) Company Registered Intellectual Property 3.13(a)(iv) Company SEC Documents 3.5(a) Company Stock Plans 8.10 Company Stockholder Approval 3.3(d) Company Stockholders Meeting 5.1(b) Company Termination Fee 7.3(a)(iii) Confidentiality Agreement 5.6 Contaminants 3.13(n) Contract 3.13(n) Copyrights 8.7(b) Covered Matters 8.7(b) Customer Calls 5.16 Customs & International Trade Laws 8.10 D&O Insurance 5.8(b) DGCL 1.1 Dissenting Shares 2.3(a) Dissenting Stockholders 2.3(a) Effective Time 1.3 Environmental Laws 8.10 ERISA 8.10 Exchange Act 3.4 Fairness Opinion 3.19 Filed Company SEC Documents 8.10 GAAP 8.10 Governmental Authority 8.10 Government Bid 8.10 Government Contract 8.10 Hazardous Substance 8.10 Indebtedness 8.10 Indemnitee 5.8(a) Indemnitees 5.8(a) Individual Agreements 3.11(a) Intellectual Property Rights 3.13(a)(v) Knowledge 8.10 Laws 3.8 Liens 8.10 Marks 3.13(a)(v) Merger Preamble Merger Consideration 2.1(c) Merger Sub Preamble Option 2.4 Option Consideration 2.4 Parent Preamble Patents 3.13(a)(v) Paying Age...