Closing Transaction Expenses definition

Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

Closing Transaction Expenses has the meaning set forth in Section 2.3(a).

Closing Transaction Expenses means the aggregate amount of all unpaid Transaction Expenses as of immediately prior to the Closing.

Examples of Closing Transaction Expenses in a sentence

• The Parties shall cooperate in arranging for the repayment of the Estimated Closing Indebtedness and Estimated Closing Transaction Expenses at the Closing.

• The aggregate consideration payable for the Units (the “Merger Consideration”) is equal to: (a) Base Amount; plus (b) the Closing Cash; either (c) plus the Closing Working Capital Excess (if any) or minus the Closing Working Capital Shortfall (if any); minus (d) the Closing Indebtedness; minus (e) the Closing Transaction Expenses.

• For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness, Closing Transaction Expenses and Pension Plan Purchase Price Adjustment shall be excluded from the determination of the Modified Working Capital.

• The Investor shall promptly inform the Company of the aggregate amount of Transaction Expenses incurred through the Initial Closing (the “Initial Closing Transaction Expenses”), and shall provide documentation, reasonably satisfactory to the Company, of such Initial Closing Transaction Expenses.

• Within three Business Days after receipt of such documentation, the Company shall reimburse the Investor, by wire transfer of immediately available funds, in an amount equal to the aggregate amount of Initial Closing Transaction Expenses, which shall not exceed $900,000.

More Definitions of Closing Transaction Expenses

Closing Transaction Expenses means, to the extent not paid by Sellers, the Company or Subsidiary or otherwise prior to the Closing Date, the amount of Transaction Expenses accrued or outstanding as of immediately prior to the Closing (without giving effect to the transactions contemplated herein), as determined in accordance with GAAP.

Closing Transaction Expenses has the meaning set forth in Section 1.15(b).

Closing Transaction Expenses means all Transaction Expenses that are unpaid as of 11:59 P.M. on the date immediately prior to the Closing Date.

Closing Transaction Expenses is defined in Section 2.6(a).

Closing Transaction Expenses means all fees, expenses and costs incurred in connection with the transactions contemplated by this Agreement and the other Transaction Agreements (including as a result of the Closing and whether billed prior to, on or after the Closing Date) by any of the Acquired Companies, in each case to the extent unpaid as of the Closing Date, including (i) the fees and expenses of financial advisors, accountants, legal counsel and other advisors and representatives (including, for the avoidance of doubt, the Foreign Advisor Fees), (ii) any assignment, change in control or similar fees payable as a result of the execution of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby (excluding, for the avoidance of doubt, any prepayment penalties or breakage costs which shall be captured by clause (xii) of the definition of “Indebtedness”), (iii) all costs, fees, reimbursement obligations and expenses incurred as a result of (or that would be incurred as a result of) the termination of any Related Party Contract as contemplated hereby, (iv) any bonuses, including one-time employee transaction completion bonuses to be paid by the Acquired Companies to their employees in connection with the Closing (even if such bonuses are paid as severance payments under “mutuo acuerdos de terminación” to employees whose employment with an Acquired Company will be terminated on or before December 31, 2018), (v) amounts payable by the Company pursuant to the Phantom and Common Stock Compensation Plan (even if such amounts are paid as severance payments under “mutuo acuerdos de terminación” to employees whose employment with an Acquired Company will be terminated on or before December 31, 2018, but excluding for the avoidance of doubt the granting of the Management Shares), (vi) the employer portion of any employment, payroll or similar Taxes attributable to the amounts set forth in clauses (iv), (v) and, to the extent applicable (ii), and (vii) any other amount expressly identified herein as a Closing Transaction Expense.

Closing Transaction Expenses means Company Transaction Expenses that are unpaid as of the Measurement Time.

Closing Transaction Expenses means, as of immediately before the effective time of the Closing (as set forth in Section 2.05(a)), the aggregate amount, without double counting, of all Transaction Expenses of the Transferred Entities and Transaction Expenses of the Business to the extent (if any) included in the Assumed Liabilities.