Company Transaction Expenses means all costs, fees and expenses payable by the Company or any of its Subsidiaries to any Person incurred by or on behalf of the Company, any of its Affiliates or any of the Sellers on or before the Closing in connection with the preparation, negotiation, execution and consummation of this Agreement and the transactions contemplated hereby to the extent, if any, unpaid as of immediately prior to Closing (but calculated assuming consummation of the transactions contemplated hereby such that all Company Transaction Expenses that become payable as a consequence of, or upon, the Closing are included), including: (a) any brokerage, finders’ or other advisory fees, costs, expenses, commissions or similar payments; (b) any fees, costs, disbursements or expenses of counsel, accountants or other advisors or service providers; (c) other than the aggregate Option Cancellation Payments, any fees, costs, expenses of, or payments to be made by, the Company or any of its Subsidiaries related to any transaction or retention bonus, incentive bonus, stay bonus, long-term incentive awards, termination or change-of-control payment, severance or other compensatory payments to be made to any current or former employee, director or other current or former individual service provider of the Company or any of its Subsidiaries, in whole or in part, as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby (but excluding, for the avoidance of doubt, any such arrangements that are implemented by Buyer), including Tax “gross up” payments payable with respect to any of the foregoing; (d) the required employer portion of payroll or similar Taxes payable in connection with the Option Cancellation Payments or any Company Transaction Expenses (or an item that would have been a Company Transaction Expense if it had not been paid prior to the Closing); (e) any termination, exit or similar fees and expenses payable to any Seller or any of their respective Affiliates as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby pursuant to any advisory, management or other similar Contract with the Company or any of its Subsidiaries; and (f) all other fees and expenses payable by the Company or any of its Subsidiaries in connection any transactions contemplated with other potential acquirors of (or investors in) the Company or any of its Subsidiaries (incl...
Company Transaction Expenses means all costs and expenses of the Company incurred in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby, including any brokerage fees and commissions, finders’ fees or financial advisory fees and any fees and expenses of counsel or accountants payable by the Company.
Company Transaction Expenses means any Transaction Expenses incurred by the Company (on its own behalf or on behalf of the Company Stockholders) or the Subsidiary in connection with the Merger or the Other Transactions, or any financial accommodations provided by Parent or any of its Affiliates to the Company or the Subsidiary, including any such Transaction Expenses yet to be incurred or invoiced as of the Closing.
Examples of Company Transaction Expenses in a sentence
The accrued but unpaid Parent Transaction Expenses and Company Transaction Expenses shall be paid by Company after the Closing.
More Definitions of Company Transaction Expenses
Company Transaction Expenses means, to the extent unpaid immediately prior to the Effective Time, (i) all fees and expenses of counsel and accountants of the Company incurred in connection with the negotiation, execution and delivery of this Agreement and the consummation of the Transactions, (ii) all fees and expenses payable by the Company to the Company Sponsors and (iii) any discretionary transaction bonuses determined to be paid by the Company to its officers or employees.
Company Transaction Expenses means all out-of-pocket fees, costs and expenses (including all legal, accounting, broker, finder or investment banker fees) incurred by Seller or the Transferred Companies or their Affiliates or the Business in connection with this Agreement and the transactions contemplated by this Agreement to be consummated at or prior to the Closing.
Company Transaction Expenses has the meaning set forth in Section 11.01.
Company Transaction Expenses means any out of pocket fees and expenses payable by the Company or any of its Subsidiaries or Affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including
Company Transaction Expenses means all fees, costs and expenses of the Company and its Subsidiaries collectively incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with at or before Closing, and the consummation of the Transactions, including the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of the Company and its Subsidiaries (including, for the avoidance of doubt, any fees, costs and expenses related to the PIPE Investment except as otherwise expressly set forth in the definition of Acquiror Transaction Expenses) and all severance, transaction-related bonuses, stay and pay bonuses, retention awards, change in control payments or other similar payments or benefits triggered, in whole or in part, by the Transactions (excluding, for the avoidance of doubt, any “double trigger” payments or benefits as a result of or otherwise related to acts or occurrences following the Closing) and payable to any current or former Company Service Provider in cash by the Company in connection with the consummation of the Transactions (including the employer portion of any payroll, employment or similar Taxes imposed with respect to such amounts), as determined pursuant to Section 3.04(b).
Company Transaction Expenses means all unpaid expenses of the Company Entities incurred or to be incurred prior to and through the Closing in connection with (a) the negotiation, preparation and execution of this Agreement, the Proposed Plan of Reorganization and the other agreements, documents and instruments contemplated hereby, and the consummation of the Transactions and the Closing and any transaction with other potential purchasers, including, in each case, out-of-pocket costs, fees, commissions and disbursements of financial advisors, attorneys, fiduciaries, accountants and other advisors and service providers, severance payments to directors, officers and employees, sale bonuses, retention payments and any other change-of-control or similar payments payable as a result of or in connection with (either alone or in combination with any other event) the Transactions, including the amount of any employer-side withholding, employment, or payroll Taxes imposed with respect to any such payments made before, on or after the Closing Date under the terms of agreements in effect at Closing (even if the due date of remittance is deferred under the CARES Act) and any amounts payable to gross up or make whole any Person for income or excise Taxes imposed with respect to such payments, (b) any amounts payable by the Company (prior to and through and including the Closing Date) pursuant to Section 9.2 and which have not been paid as of the Closing, (c) any outstanding accrued bonuses (including, without limitation, the actual amount of the Minimum Annual Bonus payments, if any), retention bonuses or severance payments (including, without limitation, the retention bonuses and severance payments listed on Section 9 of the Company Disclosure Letter) (including the amount of any employer-side withholding, employment, payroll, or similar Taxes imposed with respect to any such payments made before, on or after the Closing Date under the terms of agreements in effect at Closing (even if the due date of remittance is deferred under the CARES Act) and any amounts payable to gross up or make whole any Person for income or excise Taxes imposed with respect to such payments), (d) any Retiree Benefit Obligations that have accrued at or prior to the Closing, (e) 50% of the fees, charges and expenses payable to the Paying Agent, to the extent not paid by the Company prior to Closing and (f) any fees, charges and expenses payable in connection with the transfer of Marketable Securities to the Foundation in a...
Company Transaction Expenses means, collectively, the Transaction Expenses incurred by the Company, Sellers, and their respective Affiliates in connection with the transactions contemplated by the Transaction Agreements.