Company Third Party Expenses definition

Company Third Party Expenses means (i) all Third Party Expenses incurred, paid or payable by the Company or any of its Subsidiaries and (ii) all expenses incurred by any party in connection with preparing and/or conforming Company documents, audits and other items to a form satisfactory to Parent for inclusion in filings with the SEC or other Governmental Entities.

Company Third Party Expenses means all fees and expenses incurred by the Company in connection with the Merger, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties, as well as all tax withholdings (including the full principal amount and all accrued, unpaid interest) as are owing by holders of the Company Equity Awards, including the employer share of all employment taxes with respect to Company Equity Awards or other payments in connection with consummation of this Agreement, in connection with consummation of the Merger and the transactions contemplated herein, including, but not limited to, any fees or expenses incurred in connection with the termination of the status as a participating employer in any Employee Benefit Plan which is intended to meet the requirements of Section 401(k) of the Code.

Company Third Party Expenses means all Third Party Expenses of the Company or the Company Subsidiaries as of the Closing, net of any option exercise proceeds (which such proceeds will be in the amount of $1,596,264.00); provided that if the Third Party Expenses of the Company or the Company Subsidiaries as of the Closing exceeds Eleven Million Five Hundred Sixty Thousand Two Hundred Seventy-Nine Dollars ($11,560,279.00), then “Company Third Party Expenses” shall mean an amount equal to Eleven Million Five Hundred Sixty Thousand Two Hundred Seventy-Nine Dollars ($11,560,279.00).

Examples of Company Third Party Expenses in a sentence

• The Company shall have delivered to Parent the Statement of Expenses certified by the Chief Executive Officer of the Company setting forth the Company Third Party Expenses.

• Schedule 2.19 also sets forth the Company's current reasonable estimate of all Company Third Party Expenses (as defined in Section 5.4) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.

• The Closing Date Statement shall be in form reasonably satisfactory to Buyer and shall be accompanied by invoices from the Company’s legal, financial and other advisors providing services in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby reflecting such advisors’ final billable Company Third Party Expenses.

• The Company Third Party Expenses shall reduce the Aggregate Merger Consideration in an amount equal to the quotient obtained by dividing such Company Third Party Expenses by the Parent Common Stock Per Share Issue Price.

• One (1) Business Day prior to the Closing Date, the Company will deliver an updated statement of Company Third Party Expenses incurred, or to be incurred by the Company (the “Closing Date Statement”).

More Definitions of Company Third Party Expenses

Company Third Party Expenses means an amount equal to Eleven Million Five Hundred Sixty Thousand Two Hundred Seventy-Nine Dollars ($11,560,279.00).

Company Third Party Expenses means any Third Party Expenses incurred by the Company or any Company Subsidiary.

Company Third Party Expenses means all fees and expenses incurred by the Company or any Subsidiary in connection with the Merger, the Spin-Off Transaction and the other transactions contemplated by this Agreement, including all legal, accounting, investment banking, financial advisory, consulting and all other fees and expenses of third parties incurred in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the consummation of the transactions contemplated hereby and items referenced as Transaction Expenses in Note 1 of the Most Recent Balance Sheet.

Company Third Party Expenses has the meaning set forth in Section 6.5.

Company Third Party Expenses means all third party expenses of Sequel or its subsidiaries as of the closing of the Business Combination, net of any option exercise proceeds (which such proceeds will be in the amount of $1,596,264.00).

Company Third Party Expenses means the cash amount of Third-Party Expenses that are expected to be payable by the Company and estimated by the Company in good faith and based on reasonable assumptions as of the Closing Date as set forth in the Closing Statement Certificate to be delivered to Parent pursuant to Section 1.8(a)(i) of this Agreement.

Company Third Party Expenses shall have the meaning ascribed to such term in Section 5.4.