Estimated Transaction Costs has the meaning specified in Section 2.3(a)(v).
Estimated Transaction Costs means, to the extent unpaid as of the Closing, all fees, costs, payments and expenses to be borne by Parent, on the one hand, or by the Company or Company GP, on the other hand, and incurred prior to and through the Closing Date, in connection with (a) the identification of the Company as a business combination target, and the negotiation, preparation and execution of this Agreement, the other Transaction Agreements and the consummation of the Transactions, including to the extent triggered by or payable as a result of the Closing; (b) all bonuses, change in control payments, severance payments, retirement payments, retention or similar payments or success fees payable in connection with or anticipation of the consummation of the Transactions; and (c) all transaction, deal, brokerage, financial advisory or any similar fees payable in connection with or anticipation of the consummation of the Transactions.
Estimated Transaction Costs has the meaning given to it in Clause 3.7 (Estimation of Completion Net Debt and Completion Transaction Costs);
Examples of Estimated Transaction Costs in a sentence
Estimated Transaction Costs: Ofgem’s assessment of a market-wide transaction cost based on supplier-specific information submitted to Ofgem as part of the Default Tariff Cap: Policy Consultation process.
Estimated Transaction Costs, which are used to determine the Buy Spread/Sell Spread, are reviewed regularly.
The “Closing Date Payment” is an amount equal to (i) the Base Purchase Price, plus (ii) Estimated Cash on Hand, plus (iii) the amount of the Estimated Working Capital Adjustment, minus (iii) Estimated Transaction Costs, minus (iv) Estimated Indebtedness.
Estimated Transaction Costs (p.a.)Transaction costs should not be considered in isolation of investment returns.
This Agreement will form part of and regulate the processing of personal data tied to the following service agreements ("Service Agreements") between the Parties: ● Avtale om bruksrett og leie av Huldt & Xxxxxxxx Xxxx 5.0 Cloud The Processor operates in accordance with the Visma group Privacy Statement, available at xxxxx://xxx.xxxxx.xxx/privacy-statement/, which is applicable to all companies within the Visma group.
More Definitions of Estimated Transaction Costs
Estimated Transaction Costs is defined in Section 3.1.
Estimated Transaction Costs shall have the meaning set forth in Section 5.14. "Exercise Price" shall mean, with respect to a Company Right, the consideration that the holder thereof must pay in order to exercise, convert or exchange such Company Right and acquire the shares of Company Common Stock that may be acquired pursuant thereto. "In-the-Money Rights" shall mean all Company Rights the Exercise Price per share of which is less than or equal to the Per Share Amount. "Net APG Cash" shall mean the amount of cash purchase price paid (or to be paid) to the Company pursuant to the AP Purchase Agreement in connection with the transactions contemplated therein, less the amount of tax owed by the Company in connection with the consummation of the transactions contemplated in the AP Purchase Agreement, with such tax calculated in accordance with the principles set forth in Schedule 1.6(a)(12). "Per Share Amount" shall mean the quotient of the Total Consideration divided by the Total Outstanding Shares, rounded up to the nearest whole xxxxx. "Total Consideration" shall mean an amount equal to the sum of (a) USD $94,000,000, plus (b) Adjustment Date Cash, plus (c) Net APG Cash, plus (d) income tax receivable (if any) as of the Adjustment Date, plus (e) Aggregate Exercise Price, minus (f) Estimated Transaction Costs, plus (g) the Balance Sheet Adjustment Amount (which for the avoidance of doubt may be positive or negative). "Total Outstanding Shares" shall mean, the sum of (a) as of the Adjustment Date, the aggregate number of shares of Company Common Stock issued and outstanding, plus (b) the maximum aggregate number of shares issuable upon a full cash exercise by holder, exchange or conversion of all In-the-Money Rights which are outstanding as of the Adjustment Date and that are at that time or will be at or prior to the Effective Time vested and convertible into, exercisable for or exchangeable for, shares of Company Capital Stock, on an as converted to, exercised for and exchanged for Company Common Stock basis; provided that for purposes of determining the number of shares of Company Common Stock issuable under the Company Purchase Plans as of the Adjustment Date for purposes of this definition, it shall be assumed that employee payroll deductions under the Company Purchase Plans shall continue, at the levels in affect as of the date hereof, through June 30, 2006 (even though that date may be before or after the Adjustment Date). "Transaction Costs" shall mean the third party costs and...
Estimated Transaction Costs means $1,500,000.
Estimated Transaction Costs has the meaning set forth in Section 1.10.
Estimated Transaction Costs means the aggregate amount of any and all fees and expenses incurred or to be incurred by Opta Minerals up to the Effective Date in connection with the negotiation, preparation and execution of this Acquisition Agreement, the Amalgamation Agreement, the Meeting or the Circular and the other transactions contemplated herein, including, but not limited to, legal fees and expenses, investment banking fees, financial advisory fees and expenses (including any fees payable on the rendering of any opinion, including the Fairness Opinion, or the consummation of the Amalgamation), change of control and retention payments to management and employees, costs of Opta Mineral’s D&O liability run-off insurance valid for six (6) years following the Effective Date, fees payable to directors, printing and mailing costs of the Circular, transfer agent fees and any other out-of-pocket costs and expenses incurred in connection with this Acquisition Agreement, the Amalgamation Agreement and other transactions contemplated herein, provided, however, that the payments referred to in Section 1.1 of the Disclosure Letter are each to be excluded from the Estimated Transaction Costs and shall therefore not be deducted from the Share Consideration. As of the date hereof, the aggregate amount of Estimated Transaction Costs is $3,138,950 and such amount shall be updated prior to the mailing of the Circular as contemplated in Section 2.6.
Estimated Transaction Costs means the Company’s good faith estimate of the Transaction Costs as of the Closing Time.
Estimated Transaction Costs is defined in Section 2.11(b).