Closing Transaction Expenses definition

Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
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.
Closing Transaction Expenses has the meaning set forth in Section 2.3(a).

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.

  • Payments to Persons who are due amounts in respect of the Estimated Closing Transaction Expenses and the Estimated Funded Indebtedness shall be made by Buyer or Buyer Designee on the Closing Date by wire transfer of immediately available funds to accounts specified by Seller in the Closing Payment Certificate.

  • 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.

  • In connection with determining the Closing Merger Consideration, the Company shall estimate in good faith the Closing Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), Closing Indebtedness (the “Estimated Indebtedness”), Closing Cash (“Estimated Cash”), and Closing Transaction Expenses (the “Estimated Transaction Expenses”), which shall be calculated on a basis consistent with this Agreement, including, as applicable, Exhibit A.


More Definitions of Closing Transaction Expenses

Closing Transaction Expenses means Company Transaction Expenses that are unpaid as of the Measurement Time.
Closing Transaction Expenses means the Transaction Expenses as of immediately prior to the Closing Time.
Closing Transaction Expenses has the meaning set forth in Section 1.15(b).
Closing Transaction Expenses means an amount equal to all Transaction Expenses of the Company or its Subsidiaries as of the Adjustment Time without giving effect to (i) the payments and other transactions occurring in connection with the Closing or (ii) any changes outside of the ordinary course of business since the Closing.
Closing Transaction Expenses is defined in Section 2.6(a).
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 means, to the extent remaining unpaid as of 12:01 a.m. (New York time) on the Closing Date, the fees, costs, commissions and expenses incurred, payable or reimbursable by the Company or any of its Subsidiaries or by or on behalf of the Pre-Closing Holders, the Holder Representative or their respective Affiliates (in each case to the extent such amounts are a liability of the Company or any of its Subsidiaries) in connection with the preparation, negotiation or execution of this Agreement and the consummation or performance of any of the transactions contemplated by this Agreement, the Escrow Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, including (i) the fees and expenses payable by the Company or any of its Subsidiaries to any brokers, financial advisors and outside attorneys engaged by the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, (ii) the fees and expenses payable by the Company or any of the Company’s Subsidiaries to outside accountants or other advisors, which fees and expenses were incurred in connection with this Agreement and the transactions contemplated hereby and thereby, (iii) any portion of fees and expenses that the Company is responsible for paying pursuant to Section 11.6 and (iv) any success, change of control, retention, “single trigger” severance or other transaction bonuses, discretionary or special bonuses (other than accelerated payments of amounts that were deferred pursuant to any deferred compensation plan of the Company, which payments will be accelerated pursuant to the terms of such plans as in effect as of the date of this Agreement) payable to any Person, in each case solely if such payments arise, are triggered by, or are payable by either the Company or any of its Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement (and not any termination, action constituting “good reason” or similar action by Buyer after the Closing), and the employer portion of any Taxes associated with the payments set forth in this clause (iv), but excluding for purposes of this definition (x) any portion of fees and expenses incurred by the Company or any of the Company’s Subsidiaries that Buyer is responsible for paying pursuant to Section 7.1, Section 8.7(f) or Section 11.6 and (y) any payments to be made to the Founders or their Affiliates in the ordinary course of business ...