Investment Banking Fees. Target Company owes or will owe fees to an investment bank for services rendered pursuant to an engagement agreement. Notwithstanding anything in this Agreement to the contrary, payments under such engagement agreement may be settled by Target Company in cash, Shares, or both. If they are settled in cash they shall be paid by Target Company immediately prior to Closing and such payments shall be added to the definition of Transaction Expenses and included in the Closing Statement. If they are paid in Shares, such Shares shall be issued by the Target Company to the investment bank and such Shares shall be included in the Consideration Spreadsheet but in any event all cash and Shares to be issued pursuant to the engagement letter shall be settled as of immediately prior to the Closing. For the avoidance of doubt, any investment banking fees not paid in cash or Shares prior to the Closing shall be considered Indebtedness Assumed. To the extent the inclusion of such investment banking fees in Indebtedness Assumed is in excess of the Target Indebtedness, a corresponding adjustment shall be made pursuant to the Indebtedness Adjustment calculation as set forth in Section 2.15(c).
Appears in 4 contracts
Sources: Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.)