Company Transaction Expenses definition

Company Transaction Expenses means the following fees and expenses of the Company or any of its Subsidiaries incurred at or prior to, and that remain unpaid as of, the Effective Time in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby (excluding fees and expenses incurred by the Company or any of its Subsidiaries as a result of Contracts entered into by any Person following the Closing): (a) fees and expenses of investment bankers, attorneys, accountants and other consultants and advisors in connection with the transactions contemplated hereby, (b) any change in control, retention, incentive transaction bonuses or other similar amounts or benefits payable by the Company or any of its Subsidiaries to employees, officers, directors or other service providers as a result of the consummation of the transactions contemplated hereby and pursuant to arrangements established by the Company or any of its Subsidiaries prior to the Closing (including the employer portion of any payroll Tax required to be paid in connection therewith), (c) the fees and expenses contemplated by the last sentence of Section 6.3 and (d) fifty percent (50%) of the cost of the Run-Off Policy pursuant to Section 7.2(b); provided, however, that “Company Transaction Expenses” shall not include (i) any expense resulting from termination of employment or service after the Effective Time, (ii) any fees or expenses related to (A) any financing transaction effected by or on behalf of Buyer, (B) any Funded Debt or (C) fifty percent (50%) of all Transfer Taxes, (iii) any fees or expenses for which Buyer is responsible (other than under Section 3.2(d)) under this Agreement, (iv) any payments made in respect of In the Money Options, or (v) Holder Representative Expenses or any fees and expenses to be paid out of the Adjustment Escrow Account or the Indemnity Escrow Account.
Company Transaction Expenses means the sum, without duplication, of (i) the legal, accounting, financial advisory, consulting, finders and other similar fees and expenses of third parties incurred by the Company and its Subsidiaries at or prior to the Effective Time in connection with the Transactions (including the sales process undertaken by the Company and its Affiliates that led to the execution and delivery of this Agreement) except to the extent paid prior to the Lock Box Date, (ii) the Change of Control Payments (other than any Change of Control Payments arising from Parent’s request to obtain a resignation of an officer pursuant to Section 4.13, solely to the extent the agreements giving rise to such payments have been made available to Parent), (iii) the prepayment premiums, penalties or breakage costs (but, for the avoidance of doubt, not principal or interest) in respect of the repayment of the Payoff Indebtedness and (iv) 50% of all fees, costs and expenses of the D&O Tail Policy. For the avoidance of doubt, Company Transaction Expenses shall exclude any fees or expenses incurred by Parent, Merger Sub or any of their financial advisors, attorneys, accountants, advisors, consultants or other representatives.
Company Transaction Expenses means (without duplication) all fees and expenses incurred by the Company or any of its Subsidiaries, to the extent such fees and expenses are on account of services provided by any third party (excluding, for the avoidance of doubt, the internal costs of any employees, except as otherwise provided below with respect to transaction bonuses) to the Company or any of its Subsidiaries at or prior to the Closing and remain unpaid as of immediately prior to the Closing, in each case, in connection with the transactions contemplated hereby, including the fees and expenses of any financial advisor, any law firm, any accounting firm or- any other advisor and any transaction bonuses (including all employment, payroll or similar Taxes of the Company and its Subsidiaries relating to the payment of such transaction bonuses), if any, that are payable to certain employees of the Company as a result of the consummation of the transactions contemplated hereby, in each case, arising from agreements entered into by the Company (or one of its Subsidiaries) prior to the Closing Date; provided that, for the avoidance of doubt, in no event shall "Company Transaction Expenses" be deemed to include any fees and expenses owed, paid or payable to any Person to the extent incurred at the direction of Purchaser or any of its Affiliates or otherwise relating to Purchaser's and/or any of its Affiliates' financing for the transactions contemplated hereby and/or any indebtedness arranged by Purchaser and/or any of its Affiliates.

Examples of Company Transaction Expenses in a sentence

All such expenses incurred by the Company ("Company Transaction Expenses") shall be repaid in full at the Closing.

Parent shall pay the amount of the Company Transaction Expenses and the Company Reorg Expenses, in each case, that have been incurred but not paid prior to the Effective Time to each payee thereof by wire transfer of immediately available funds to such payee’s account as specified in the Payment Schedule, in accordance with invoices or other evidence of obligation to pay, copies of which will be delivered to Parent by the Company at least three (3) Business Days prior to the Closing.

The Buyer will pay from the Initial Cash Purchase Price such amount necessary to pay in full, by wire transfer of immediately available funds, on behalf of the Company Entities, all of the Company Transaction Expenses to the applicable service providers and employees, all of which Company Transaction Expenses shall be set forth on, and all of which shall be paid in accordance with, the Payment Statement.

Except as set forth in this Section 9.3, whether or not the Merger is consummated, (i) all Parent Transaction Expenses shall be paid by Parent (or on behalf of Parent) at or prior to the Closing and (ii) all Company Transaction Expenses shall be paid by the Company.

If the Final Closing Date Company Transaction Expenses are greater than the Estimated Closing Date Company Transaction Expenses, such difference shall be paid to Purchaser as provided by subsection (v) below.


More Definitions of Company Transaction Expenses

Company Transaction Expenses means, except as otherwise expressly set forth in this Agreement, the aggregate amount of all out-of-pocket fees and expenses incurred, paid or to be paid by the Company in connection with the process of selling the Company or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby, including (i) any fees and expenses associated with obtaining necessary or appropriate waivers, consents or approvals of any Governmental Body or third parties on behalf of the Company, (ii) any fees or expenses associated with obtaining the release and termination of any Liens; (iii) all brokers’ or finders’ fees; and (iv) fees and expenses of counsel, advisors, consultants, investment bankers, accountants, and auditors and experts.
Company Transaction Expenses means the legal, accounting, financial advisory, and other advisory, transaction or consulting fees and expenses incurred by the Group Companies, the Stockholders’ Representative or the Equity Holders in connection with the transactions contemplated by this Agreement, including (a) any fees and expenses payable under the terms of the Managerial Assistance Agreement, (b) transaction-related bonuses, retention awards, change in control or severance payments or other similar amounts payable by any Group Company in connection with the consummation of the transactions contemplated by this Agreement together with any related employment or payroll Taxes payable by any Group Company (including, for avoidance of doubt, any employment or payroll Taxes payable in connection with any Option Payment or payment in respect of the SAR Closing Payment Amount), in each case to the extent not paid at or prior to the Closing by the Group Companies, the Stockholders’ Representative or the Equity Holders, (c) the amount of the D&O Tail Premium and (d) all fees, costs and expenses (including attorneys’ fees) of the Paying Agent; provided, that the Company Transaction Expenses shall not include (i) the SAR Closing Payment Amount or (ii) any severance payments owed to any Service Provider as a result of the termination by Buyer or its Affiliates of such Service Provider’s relationship with a Group Company at or after the Closing.
Company Transaction Expenses means (a) the investment banking, legal, accounting and other professional fees, costs and expenses of the Advisors incurred on or before the Closing Date and payable by the Company, (b) any amounts payable by the Company to any third party in connection with obtaining any Consent required to be obtained by the Company in connection with the consummation of the Transactions and (c) all amounts (plus any associated withholding Taxes or any Taxes required to be paid by the Company with respect thereto) payable by the Company, whether immediately or in the future, under any “change of control,” retention, termination, compensation, severance or other similar arrangements solely as a result of the consummation of the Transactions (and not as a result of any “double trigger” provision where the Merger is the first such trigger).
Company Transaction Expenses means, in each case to the extent not paid in full prior to the Closing Date: (i) fees and expenses incurred by the Company, including those fees and expenses of Shareholder to the extent paid by the Company in connection with the drafting, negotiation, execution, and delivery of the Transaction Documents and the consummation of the transactions contemplated herein or therein (or otherwise relating to the sale or potential sale of the Company), including the fees and expenses of the accountants, brokers, finders, consultants, investment bankers, lawyers, and other advisors of the Company, (ii) any amounts paid, or required to be paid, by or on behalf of the Company to any current or former employee, stockholder, officer, director, or other Person in connection with the consummation of the transactions contemplated by the Transaction Documents pursuant to any employment, consulting, change of control, severance, termination, special bonus or other similar agreement or arrangement and (iii) the Employee Bonuses. Notwithstanding the foregoing, Company Transaction Expenses do not include any items included as a Liability in Working Capital.
Company Transaction Expenses means all fees, costs, expenses, payments, expenditures or liabilities (collectively, “Expenses”), whether incurred prior to the date of the Agreement, during the Pre-Closing Period or at or after the Effective Time, and whether or not invoiced prior to the Effective Time, incurred by or on behalf of any Acquired Company, or to or for which any Acquired Company is or becomes subject or liable, in connection with any of the transactions contemplated by the Agreement, including: (a) Expenses described in Section 10.4 of the Agreement; (b) Expenses payable to legal counsel or to any financial advisor, broker, accountant or other Person who performed services for or provided advice to any Acquired Company, or who is otherwise entitled to any compensation or payment from any Acquired Company, in connection with any of the transactions contemplated by the Agreement; (c) the cost of the D&O Tail; and (d) Expenses incurred by or on behalf of any stockholder or employee of any Acquired Company in connection with the transactions contemplated by the Agreement
Company Transaction Expenses means the expenses incurred by the Company, the Board of the Company and its Special Committee, the Stockholders and the Option holders of the Company in connection with the preparation, execution and consummation of this Agreement and the Closing that have not been paid as of the July End Date, including all brokerage commissions, fees, expenses and disbursements of Harris Williams & Co., all Paying Agent fees and expenses, all transaction-related bonuses or accelerated benefits payable to any officer, director, employee, shareholder or Affilate of the Company, and all fees and disbursements of attorneys, accountants, and other advisors and service providers payable by the Company. Without limiting the foregoing, “Company Transaction Expenses” shall include: (a) the D&O Tail Policies obtained pursuant to Section 6.7, (b) all costs of the Paying Agent, (c) all expenses incurred in connection with the filing, printing and mailing of the Information Statement to the Stockholders and Option holders of the Company, (d) all deferred compensation arrangements, (e) all retention payments and all special bonuses, change in control payments, sale bonuses and similar compensation in connection with the transactions contemplated by this Agreement, including the Retention Agreements; (f) all costs and expenses of the Stockholders’ Representative, (g) all costs, fees, expenses and other amounts paid with respect to Dissenting Shares in excess of the Per Share Merger Consideration, and (h) one-half of all transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, Company Transaction Expenses shall not include (A) the amounts required to be paid under the Stock Redemption and Option Agreement dated September 21, 2005 by and between the Company and Norman J. Farrington, (B) the Adjusted Unfunded Deferred Compensation Amount, or (C) $289,327 of the amount of the Company’s non-qualified deferred compensation plan as shown on the balance sheet included in the July Financial Statements.
Company Transaction Expenses means all fees, costs and expenses incurred by or on behalf of the Acquired Company Entities in anticipation of, in connection with, or otherwise related to, the Transactions and/or any related or alternative transactions, and all such fees, costs and expenses paid following the Closing Equity Value Date (including, in each case, (i) all of the fees, costs and expenses of non in-house legal counsel, investment bankers, brokers, accountants and other representatives and consultants; (ii) all change of control, severance, termination, bonus, transaction, retention or similar payments and benefits (plus the employer’s share of payroll and employment Taxes payable in connection with any such payments and benefits); and (iii) any amounts paid in connection with obtaining any consents of Governmental Authorities or third parties in connection with the Transactions; provided, however, Purchaser shall pay (a) any filing fees made in connection with any filings required to be made under the HSR Act; (b) the cost of the R&W Policy and (c) Transfer Taxes.