Actual Transaction Expenses definition

Actual Transaction Expenses has the meaning set forth in Section 2.7(a).

Actual Transaction Expenses has the meaning set forth in Section 2.4(b).

Actual Transaction Expenses means all costs, expenses and fees of the Company (including, without limitation, all fees and expenses of counsel, financial advisors, accountants, attorneys and other experts and consultants to the Company and its affiliates, and all printing and advertising expenses) actually incurred or accrued by it or on its behalf since January 1, 2003 in connection with the Offer, the Merger and the other transactions contemplated hereby; provided, however, that such term shall not include reasonable legal fees and expenses incurred in connection with any threatened or actual litigation involving the Company with respect to any of the transactions contemplated hereby and/or reasonable professional fees and expenses incurred with respect to a Competing Transaction.

Examples of Actual Transaction Expenses in a sentence

• The nodes marked R represent the latent student proficiency as it evolves over time.

• Further, the calculation of any Losses subject to indemnification shall be calculated net of any amounts expressly included in the final determination of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses so as to avoid double-counting.

• Notwithstanding and without prejudice to any rights whatsoever of Kannur Airport under the O&M Contract in the matter, the proceeds of this Bank Guarantee shall be payable to the Kannur Airport as compensation for any loss resulting from the O&M Operator failure to complete its obligations under the O&M Contract.

• For the avoidance of doubt, any and all disputes with regard to the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses shall first be determined in accordance with the provisions set forth in Section 2.7 prior to consideration of the terms of this Article VIII even if such disputes may also relate to or could be considered to be a claim for indemnification under this Article VIII.

• The Company shall not incur Actual Transaction Expenses, other than in connection with litigation, in excess of the amount set forth on Schedule 3.20 of the Company Disclosure Schedule, without the prior written consent of Parent.

More Definitions of Actual Transaction Expenses

Actual Transaction Expenses and “Actual Working Capital” respectively, for all purposes herein.

Actual Transaction Expenses has the meaning set forth in Section 2.3(d)(i).

Actual Transaction Expenses has the meaning Section 3.1(e)(iv) specifies.

Actual Transaction Expenses is defined in Section 2.3(b).

Actual Transaction Expenses means the actual Transaction Expenses of the Companies as of the Closing.

Actual Transaction Expenses shall have the meaning given to it in Section 2.10(D). ACQUISITIONS shall mean the transactions described in the Acquisition Schedule attached hereto. ACQUISITION SUB shall have the meaning set forth in the preamble of this Agreement. ADVERSE, ADVERSELY, when used alone or in conjunction with other terms (including without limitation "Affect," "Change" and "Effect") shall mean, with respect to the Company, or to Windward, as the case may be, any Event which could reasonably be expected to (a) adversely affect the validity or enforceability of this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or (b) adversely affect the business, properties, assets, results of operations, financial condition or prospects of the Company or any of its Subsidiaries or Windward, as the case may be, or (c) impair the ability of the Company and/or and of its Subsidiaries or Windward, as applicable, to fulfill its obligations under the terms of this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or (d) adversely affect the aggregate rights and remedies of Windward or the Company and/or any of its Subsidiaries, as the case may be, under this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, in all cases, unless otherwise specifically set forth, in a material respect or manner or to a material degree. AFFILIATE, AFFILIATED shall mean, with respect to any Person, (a) any other Person at the time directly or indirectly controlling, controlled by or under direct or indirect common control with such Person, (b) any other Person of which such Person at the time owns, or has the right to acquire, directly or indirectly, twenty percent (20%) or more of any class of the capital stock or beneficial interest, (c) any other Person which at the time owns, or has the right to acquire, directly or indirectly, twenty percent (20%) or more of any class of the capital stock or beneficial interest of such Person, (d) any executive officer or director of such Person, (e) with respect to any partnership, joint venture or similar Entity, any general partner thereof, and (f) when used with respect to an individual, shall include any member of such individual's immediate family or a family trust. AMENDED ARTICLES OF INCORPORATION shall have the meaning given to it in Section 2.5. AGREEMENT shall mean this Agreement and Plan of Merger as originally...

Actual Transaction Expenses means the actual Transaction Expenses unpaid as of the Closing (including the amount of the payments being made under Section 2.3(a)(v)), as finally determined pursuant to Section 2.6.