Pace Expenses definition
Pace Expenses means, as of any determination time, the aggregate amount of reasonable and out of pocket third party fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, Pace or any Merger Sub in connection with the negotiation, preparation or execution of this Agreement or any other Transaction Document, the performance of its covenants or agreements in this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of Pace or any Merger Sub, (b) any other fees, expenses, commissions or other amounts that are expressly allocated to Pace or any Merger Sub pursuant to this Agreement or any other Transaction Document and (c) the repayment of any outstanding Sponsor loans incurred in the ordinary course and in furtherance of the Transactions. Notwithstanding the foregoing or anything to the contrary herein, Pace Expenses shall not include any Company Expenses.
Pace Expenses means, as of any determination time, the aggregate amount of out of pocket third party fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, Pace or any Blocker Merger Sub in connection with the negotiation, preparation or execution of this Agreement or any other Transaction Document, the performance of its covenants or agreements in this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of Pace or any Blocker Merger Sub (including deferred underwriting fees and placement agent fees), (b) the fees, expenses, commissions or other amounts that are expressly allocated to Pace or any Blocker Merger Sub pursuant to this Agreement or any other Transaction Document, and (c) the repayment of the outstanding Sponsor loan incurred in the ordinary course and in furtherance of the Transactions, which amounts to $750,000.00 in the aggregate as of the date of this Agreement. Notwithstanding the foregoing or anything to the contrary herein, Pace Expenses shall not include any Company Expenses and any expenses set forth on Schedule G.
Examples of Pace Expenses in a sentence
Pace shall make arrangements such that the Pace Expenses will not exceed $45,000,000 without the prior written consent of the Company, not to be unreasonably withheld.