Company Fees definition

Company Fees means all fees, costs and expenses (including any attorney’s, accountant’s, financial advisor’s or finder’s fees) incurred by or for the benefit of the Company or the Company Subsidiary or holders of Company Securities (and not Parent or Merger Sub) as of the Closing Date and which remain unpaid as of the Closing Date, in connection with (a) the due diligence conducted in anticipation of the Merger, (b) the negotiation, preparation and review of this Agreement (including the Company Disclosure Schedule) and all agreements, certificates and other instruments and documents delivered or to be delivered in connection with the transactions contemplated by this Agreement, (c) the preparation and submission of any filing or notice required to be made or given in connection with the Merger or any of the other transactions contemplated by this Agreement and the obtaining of any consent required to be obtained in connection with any transactions contemplated by this Agreement or (d) otherwise in connection with the transactions contemplated by this Agreement.
View Source
Company Fees means all fees and expenses incurred by, or charged to, the Company and its Subsidiaries, whether paid or to be paid, in connection with the negotiation, execution and consummation of the transactions contemplated by this Agreement, including fees and expenses of advisors (including Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“BAML”), KPMG LLP (“KPMG”) and ▇▇▇▇▇▇ LLP (“Cooley”)).
View Source
Company Fees means the fees Licensee shall pay to Company.
View Source

Examples of Company Fees in a sentence

  • Except as otherwise provided in this Section 12.3 and except for the Company Fees and Expenses (which shall be paid by the Company subject to Section 9.4), and except as otherwise expressly provided in another Transaction Agreement, all Transaction Expenses incurred by AOLTW, AT&T Corp., Comcast (or any of their respective Affiliates) shall be paid by AOLTW, AT&T Corp.

  • Such accounting firm shall enter into a reasonable and standard written non-disclosure agreement with the audited Party and shall disclose to the Party requesting the audit only information relating to the accuracy of, with respect to the Company, Fees and Expenses and Monthly U.S. Net Sales and with respect to Pernix, Monthly ex-U.S. Net Sales.

  • From the date hereof until the Adjustment Calculation Time, the Company shall be entitled to utilize any and all available Cash and Cash Equivalents of the Company and the Company Subsidiaries to pay Company Fees and Expenses or repay outstanding Indebtedness for Borrowed Money of the Company and the Company Subsidiaries.

  • Company Fees are based on fixed Term commitments and termination will only be effective following the current committed Term.

  • Except for fees payable by the Company described in Schedule 4.14 of the Company Disclosure Schedules (the "Company Fees") which shall be paid in accordance with, and subject to, Section 6.6(b) hereof, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission from Omnipoint, any of Omnipoint's Subsidiaries or the Company in connection with the Transactions.

  • The Company represents and warrants that the payment of the Company Fees in accordance with Section 6.4 hereof shall satisfy the Company's obligation in full in respect of the Company Fees.

  • Copies of any engagement agreements with the Persons entitled to receive any part of the Company Fees have been provided to Omnipoint, and except for the Company Fees, no other investment banker, broker, finder or similar fees are payable.

  • Company Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales, use or withholding taxes (“Taxes”).

  • Each invoice will include any Additional Company Fee(s), as defined in Section 4 below, if applicable.

  • The Company shall provide the definitive documents to be executed prior to Closing containing the terms of such Company Indebtedness, including the amount of all Company Fees and Expenses, to AOLTW at least two Business Days prior to Closing.