Closing Date Transaction Expenses means any fees or expenses incurred or paid by Parent (or any direct or indirect parent of Parent) or any of their respective Subsidiaries in connection with the Closing Date Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.
Closing Date Transaction Expenses has the meaning specified in Section 2.3(b).
Closing Date Transaction Expenses means the amount of Transaction Expenses as of immediately prior to the Closing.
Examples of Closing Date Transaction Expenses in a sentence
No later than three (3) Business Days prior to the Closing Date, Stockholder Representative shall deliver to Parent a statement, attached hereto as Schedule 2.10 (the “Company Closing Statement”) setting forth (i) the Company’s good faith estimate of the amount of Closing Date Indebtedness, and (ii) the Company’s good faith estimate of the amount of Closing Date Transaction Expenses.
Aggregate Price means an amount equal to (i) the Base Cash Price, minus (ii) the amount (if any) by which the Closing Date Net Working Capital is less than the Target Net Working Capital, plus (iii) the amount (if any) by which the Closing Date Net Working Capital exceeds the Target Net Working Capital Amount, plus (iv) the Closing Date Cash, minus (v) the Closing Date Debt, minus (vi) the Closing Date Transaction Expenses (if any).
Closing Date Transaction Expenses means the Transaction Expenses which remain unpaid as of the Closing Date, as set forth in the Closing Date Balance Sheet.
The “Adjustment Amount,” which may be positive or negative, shall mean zero: (i) plus the Net Working Capital Adjustment Amount (which may be positive or negative); (ii) plus the Closing Date Cash; (iii) minus the Closing Date Indebtedness; and (iv) minus the Closing Date Transaction Expenses.
More Definitions of Closing Date Transaction Expenses
Closing Date Transaction Expenses means the “Transaction Expenses” as defined in the Existing Credit Agreement.
Closing Date Transaction Expenses means the aggregate amount of Transaction Expenses that remain unpaid as of immediately prior to the Closing (but calculated assuming consummation of the transactions contemplated by this Agreement such that any amount included in the definition of “Transaction Expenses” solely as a consequence of, or upon, the Closing, is included).
Closing Date Transaction Expenses means the Transaction Expenses as set forth in the Closing Adjustment Certificate delivered pursuant to Section 2.4(b).
Closing Date Transaction Expenses means, to the extent unpaid as of immediately prior to the Closing: (a) all fees, costs, commissions, and expenses accrued, incurred or otherwise payable by the Acquired Companies or the Seller at or prior to the Closing in connection with the sales process or the preparation, execution, negotiation and performance of this Agreement, the other Transaction Documents and the Transactions, including attorneys, accountants, consultants, brokers and financial advisors (including Xxxxxxxx Pepper) and the costs of any Tail Policy and one-half the costs of the Escrow agreement; (b) any commission, severance, bonus, phantom equity, retention, change-in-control, compensation or other similar payment or benefit of any kind payable by the Acquired Companies or the Seller to any current or former officer, director, employee, contractor or other service provider as a result of or in connection with the consummation of the Transactions or the entry into, or adoption of, this Agreement, in each case, together with all employer-side payroll taxes payable in connection therewith (or in connection with any other compensatory payments made as a result of the consummation of the Transactions or the entry into, or adoption of, this Agreement), and (c) all fees, costs, commissions, and expenses accrued, incurred or otherwise payable by the Acquired Companies or the Seller at or prior to the Closing in connection with the termination of the Contracts set forth on Schedule 5.4 and the satisfaction of liabilities pursuant to Section 5.4; provided that Closing Date Transaction Expenses shall not include any severance payments made to employees who are terminated after the Closing or any fees, costs and expenses payable by the Buyer or any of its respective Affiliates pursuant to the terms of this Agreement (or any financing related to the Transactions); provided, further, that (i) any item included in Closing Date Transaction Expenses shall not be included in Closing Date Indebtedness and (ii) any item included in Closing Date Indebtedness shall not be included in Closing Date Transaction Expenses.
Closing Date Transaction Expenses means all Transaction Expenses of the Target Group as of the Effective Time as finally determined in accordance with Section 2.5(d).
Closing Date Transaction Expenses means the Transaction Expenses as of immediately prior to the Closing (but calculated assuming that the Closing has occurred such that any Transaction Expenses triggered by the Closing are included in the Closing Date Transaction Expenses). Notwithstanding the foregoing definition or anything to the contrary in this Agreement, if the amount of Transaction Expenses is reduced at any time after the Calculation Time but prior to as of immediately prior to the Closing, the amount of such reduction to the Transaction Expenses shall be deemed to still be outstanding as of immediately prior to the Closing for purposes of calculating the amount of Closing Date Transaction Expenses and determining the Closing Merger Consideration under this Agreement and any adjustments thereto.
Closing Date Transaction Expenses means actual out-of-pocket costs and expenses (including cash compensation payments and transaction fees) (a) associated with the Closing Date Transactions, (b) associated with any Permitted Acquisition permitted hereunder, including any debt or equity offering related to such Permitted Acquisition (whether or not such Permitted Acquisition or related transaction is consummated), or (c) for all purposes except the definition of “Adjusted EBITDA”, associated with any other offering of debt or equity securities, or acquisition permitted hereunder in each case, with respect to acquisitions, whether incurred by or attributed to the Parent and its Subsidiaries or a Person or business being acquired in the applicable transaction.