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 Transaction Expenses, but only to the extent they have not been paid by the Company on or prior to the Closing Date.
Unpaid Company Transaction Expenses means the Company Transaction Expenses that are unpaid as of immediately prior to the Closing.
Examples of Unpaid Company Transaction Expenses in a sentence
All tax deductions arising from the consummation of the transactions contemplated by this Agreement (including any Unpaid Company Transaction Expenses) shall be reported in a Pre Closing Tax Period to the maximum extent allowable under applicable Law.
In the event that termination of such a Company Benefit Plan triggers liquidation charges, surrender charges or other fees, then such charges and/or fees shall be included in Unpaid Company Transaction Expenses and shall be the responsibility of the Company, and the Company shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide Purchaser with an estimate thereof.
More Definitions of Unpaid Company Transaction Expenses
Unpaid Company Transaction Expenses means (i) the fees and disbursements incurred at or prior to the Closing and payable by the Company to those Persons identified in Section 4.18 of the Company Disclosure Schedule; (ii) the fees and disbursements incurred at or prior to the Closing payable to legal counsel or accountants of the Company that are payable by the Company in connection with the transactions contemplated by this Agreement; (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 (excluding any such amounts that are contingent upon both consummation of the transactions contemplated hereby and the termination of employment by Parent of any Continuing Employee following the Closing), including any Transaction Bonus Pool payment and the employer portion of any payroll Taxes to be paid in connection with any such payments or relating to or resulting from the payment of any Option Consideration, Merger Consideration or the Restricted Stock Loan Forgiveness or any cancellation of a Restricted Stock Note without full payment of the aggregate outstanding principal and interest as of immediately following the Effective Time under such Restricted Stock Note; (iv) any fees, costs or expenses payable by the Company to the Equityholders Representative after the Closing; and (v) 50% of any fees, costs, expenses or payments payable to the Escrow Agent and the Paying Agent; (vi) all other miscellaneous fees, expenses or costs, in each case, incurred by the Company in connection with the transactions contemplated by this Agreement (including the cost of the D&O “tail” policy referenced in Section 6.6); provided, that in the case of the foregoing clauses (i) through (vi), only to the extent such amounts have not been (a) paid by the Company as of the Closing and have, accordingly, not reduced the Closing Cash, or (b) included in the calculation of the Net Working Capital Amount; provided, further, that the foregoing clauses (ii) and (iii) shall not include any fees, expenses or disbursements incurred by Parent, or by the Surviving Corporation which are on behalf of Parent, including any advisory fee and the fees and expenses of Parent’s attorneys, accountants and other advisors.
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.
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 the Company Transaction Expenses that remain unpaid as of immediately prior to the Closing, including any contingent payments that become payable in connection with any Excess Amount or Milestone Payments, or release of Adjustment Escrow Funds, Indemnity Escrow Funds or portion of the Expense Fund. Other capitalized terms used herein and not defined in this Exhibit A shall have the meanings assigned to such terms in the following Sections: Term Section 2022 Net Revenue Milestone Payment 1.7(a)(i) 2022 Net Revenue Milestone Catchup Payment 1.7(a)(iii) 2023 Net Revenue Milestone Payment 1.7(a)(iii) 2024 Net Revenue Milestone Payment 1.7(a)(iv) 401(k) Plan 1.2(b)(iv) Accounts Receivable 2.4(e) Acquirer Preamble Acquirer Adjustment Calculations 1.6(b) Acquirer Adjustment Statement 1.6(b) Acquirer Financial Statements 3.4(a) Acquirer Indemnified Party 8.1 [***] [***] Acquirer Records 1.7(b)(i) Acquirer Prepared Returns 5.13(b) Acquirer Preferred Stock 3.9 Acquirer SEC Documents 3.3(a) Additional Key Employee 6.3(e) Additional Key Employee Agreement 6.3(e) Advisory Group 9.1(b) Agreement Preamble Agreement Date Preamble AIQ Recitals Applicable Privacy Laws 2.11(a) Author 2.10(k) Automatic Resale Registration Statement 5.15(a) Business Day 9.3 Bylaws 1.2(b)(ii) Cash Change of Control Payments Exhibit A Change of Control Payments Exhibit A Stock Change of Control Payments Exhibit A Certificate of Incorporation 1.2(b)(ii) Certificate of Merger 1.1(d) Claim 1.7(a)(ii) Claim Notice 8.2 Closing 1.1(c) Closing Date 1.1(c) Company Preamble Company Authorization 2.8(b) Company Balance Sheet 2.4(b) Company Balance Sheet Date 2.4(b) Company Capitalization Representations 6.3(a)(i) Term Section Company Disclosure Letter Article II Company Employee Plans 2.13(a) Company Indemnification Provisions 5.17(a) Company Indemnified Parties 5.17(a) Company Software 2.10(i) Company Stockholder Approval 2.3(b) Company Voting Debt 2.2(f) Confidentiality Agreement 5.3(a) COVID-19 Measures 2.13(i) Data Agreements 2.11(a)(ii) Disqualified Individual 5.14 DOL 2.13(c)
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, 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).