Outstanding Transaction Expenses means fees and expenses incurred by the Companies or the Sellers on or prior to the Closing relating to the negotiation, execution and delivery of this Agreement and the other Transaction Documents.
Outstanding Transaction Expenses means fees and expenses that the Parties hereto have mutually agreed that Buyer will pay on the Company’s or the Equity Holders’ behalf at Closing relating to the negotiation, execution and delivery of this Agreement and the other Transaction Documents.
Outstanding Transaction Expenses has the meaning specified in Section 2.16.
Examples of Outstanding Transaction Expenses in a sentence
All Outstanding Transaction Expenses shall have been paid in accordance with Section 2.16.
For the avoidance of doubt, any severance and any accrued bonus payments owed to a Non-Continuing Employee are Outstanding Transaction Expenses.
Except for arrangements for which Sellers shall be solely responsible or that will be included in the calculation of Outstanding Transaction Expenses, there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of any Acquired Entity.
Except for arrangements for which Sellers shall be solely responsible or that will be included in the calculation of Outstanding Transaction Expenses, there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of such Seller.
The Closing Parent Cash shall equal or exceed the Company’s Required Funds (after giving effect to any redemptions exercised by Parent Stockholders in connection with the Redemption Offer and payment of the Outstanding Transaction Expenses in full), and Parent shall have made all arrangements necessary, proper or advisable for the funds in the Parent Trust Account to be released upon Closing in accordance this Agreement.
More Definitions of Outstanding Transaction Expenses
Outstanding Transaction Expenses means any unpaid out-of-pocket fees and expenses incurred at or prior to the Closing relating to the negotiation, execution, and delivery of any letter of intent or term sheet, this Agreement and the transactions contemplated hereby that are payable by or charged to the Acquired Company, including (A) all legal, tax advisor or accountant fees, any brokerage fees, commissions, finders’ fees, investment banking fees or financial advisory fees and other advisory and consulting fees, (B) the payment of any assignment or consent fees, and
Outstanding Transaction Expenses means any unpaid out-of-pocket fees and expenses incurred at or prior to the Closing relating to the negotiation, execution, and delivery of any letter of intent or term sheet, this Agreement and the transactions contemplated hereby that are payable by or charged to the Acquired Company, including (A) all legal, tax advisor or accountant fees, any brokerage fees, commissions, finders’ fees, investment banking fees or financial advisory fees and other advisory and consulting fees, (B) the payment of any assignment or consent fees, and (C) any obligations or agreements of the Acquired Company for incentive bonuses relating to a change of control of the Acquired Company, “stay” bonuses, transaction retention, or similar obligations or payments that may be owed or are otherwise payable to any person (but excluding, for the avoidance of doubt, any Liabilities contained in the offer letters issued by Buyer or its Affiliates to any employees previously employed by or with respect to the Business).
Outstanding Transaction Expenses means, to the extent not paid prior to or in connection with the Closing, without duplication, (a) all fees, costs and expenses (including fees, costs and expenses of third party advisors, legal counsel (including Xxxxx Lord LLP), investment bankers or other representatives) incurred by the Company through the Closing in connection with the negotiation of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby, and (b) all fees, costs and expenses or payments of the Company related to any transaction bonus, discretionary bonus, change-of-control payment, phantom equity payout, “stay-put” or other compensatory payments made to any employee or service provider of the Company by the Company as a result of the consummation of the transactions contemplated herein (and the employer-portion of employment Taxes relating to such payments), in each case, to the extent, such expenses are incurred by the Company through the Closing and unpaid as of the Closing; provided that in no event shall Outstanding Transaction Expenses include any fees, costs or expenses (x) initiated or otherwise incurred at the request of Buyer or any of its Affiliates or representatives or (y) related to any financing activities of Buyer or any of its Affiliates in connection with the transactions contemplated hereby; provided, further that Outstanding Transaction Expenses shall not include any portion of the R&W Premium, which is already covered in Section 2.2(e).
Outstanding Transaction Expenses means all unpaid Transaction Expenses incurred by the Company as of the Closing, excluding any expenses incurred in connection with any Pre-Closing Plan Termination Actions. For avoidance of doubt, Outstanding Transaction Expenses shall not include any Employee Severance Payments.
Outstanding Transaction Expenses means any unpaid fees and expenses payable by or on behalf of the Sellers relating to the negotiation, execution, and delivery of any letter of intent or term sheet, this Agreement, and any other Transaction Documents, as well as the consummation of the transactions contemplated hereby and thereby, that are incurred by or on behalf of, or charged to a Seller, including (a) all legal, tax, accounting, financial, any brokerage fees, commissions, finders’ fees, investment banking fees or financial advisory fees, and other advisory and consulting fees, (b) the payment of any assignment or consent fees, (c) any obligations or agreements of the Company for payments relating to a change of control of the Company, “stay” bonus, transaction retention, pursuant to option or equity awards, or other similar obligations or payments that may be owed or are otherwise payable (whether or not legally obligated to be paid) to any Person, in each case, including the employer’s portion of any payroll, social security, unemployment or similar Taxes related to such payments along with any increased benefits cost, and (d) other amounts that may become payable by a Seller in connection with the negotiation, execution, and delivery of this Agreement and the Transaction Documents, or the consummation of the transactions contemplated hereby and thereby.
Outstanding Transaction Expenses means, to the extent not paid prior to Closing, without duplication, (i) all fees, costs and expenses (including fees, costs and expenses of third-party advisors, legal counsel (including Xxxxxx & Xxxxxxx), investment bankers or other representatives) incurred by the Acquired Entities through the Closing in connection with the negotiation of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby and (ii) any severance paid to a Non-Continuing Employee, bonuses paid to a Non-Continuing Employee, termination, transaction, retention, or change of control payments to personnel providing services to the Acquired Entities for which the Acquired Entities could become responsible as a result of the Closing pursuant to agreements entered into prior to the Closing (excluding any agreements entered into with or at the direction of Buyers or any of their pre-Closing Affiliates); provided, that in no event shall Outstanding Transaction Expenses include any fees, costs or expenses (i) initiated or otherwise incurred at the request of Buyers or any of their Affiliates or representatives, (ii) incurred in respect of the R&W Insurance Policy (including, for the avoidance of doubt, any premiums, Taxes or commissions) or (iii) related to any financing activities of Buyers or any of their Affiliates in connection with the transactions contemplated hereby.
Outstanding Transaction Expenses means any and all fees, costs, and expenses and other amounts incurred or otherwise payable by or on behalf of Seller or the Business in connection with the negotiation, execution and delivery of any letter of intent or term sheet, this Agreement or any other Transaction Document, as well as the consummation of the transactions contemplated hereby and thereby, including (i) all legal, Tax, accounting, financial, and other advisory and consulting fees, (ii) all investment banking and financial intermediary fees, costs, and expenses; (iii) all fees, costs and expenses associated with Seller or the Business obtaining the release and termination of any Liens on the Purchased Assets; and (iv) all fees, costs and expenses associated with Seller or the Business obtaining any consents, approvals, authorizations, waivers or cooperation from any Governmental Entity or any other Person in connection with the consummation of the transactions contemplated hereby or by any of the other Transaction Documents, the purchase and sale of the Purchased Assets hereunder and the transfer to Buyer of the Purchased Assets.