Sellers’ Transaction Expenses definition

Sellers’ Transaction Expenses means (a) the aggregate amount of all fees, charges, costs and expenses payable by any of the Barteca Entities, the Blockers or the Blockers’ respective Subsidiaries to any other Person (other than another Barteca Entity, Blocker or Subsidiary of a Blocker) related to, or arising out of, the process of the transactions contemplated by this Agreement or otherwise relating to the negotiation, preparation or execution of this Agreement or any Contract or other document in connection with this Agreement or the performance or consummation of the transactions contemplated hereby or thereby (and any other Contracts, documents or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby (including any “sale” or other transaction process conducted by any of the Barteca Entities or their Representatives with respect to any sale or disposition of any of the Barteca Entities or any material portion of their assets)), including all of the fees, charges, costs and expenses payable by the Company to Kirkland & Ellis LLP, Golenbock Eiseman Assor Belle & Peskoe LLP, North Point Advisors LLC or any outside accountants and other advisors, consultants and service providers, including DropBox, Inc. or any of its Affiliates, in connection therewith, in each case, under this clause (a), to the extent unpaid as of the open of business on the Closing Date, (b) (i) all sale, change of control or similar bonuses or other compensation or payments to current or former directors, employees and other service providers of any Barteca Entity that are to be paid or are payable by any Barteca Entity solely as a result of the transactions contemplated hereby, and (ii) any severance or other compensation or payments that are to be paid or become payable to any of Carl A. Pforzheimer, Sasa Mahr-Batuz and Scott Lawton as a result of a termination of employment at or substantially concurrently with the Closing, in the case of each of the foregoing clauses (i) and (ii), including the employer portion of any employment Taxes in connection with the payment of such amounts, (c) any amount owed by any Barteca Entity to any RCP Party, any GA Party or any of their respective Affiliates (including General Atlantic Service Company, LLC and Rosser Capital Partners Management, L.P.) under the Advisory Agreement, to the extent unpaid as of the open of business on the Closing Date and (d) 50% of the fees and expenses owed to the Escrow Agent ...
Sellers’ Transaction Expenses means all costs, fees and expenses incurred in connection with or in anticipation of the negotiation, execution and delivery of this Agreement, including the exhibits and schedules hereto, or the consummation of the contemplated transactions or in connection with or in anticipation of any alternative transactions considered by the Sellers or any Acquired Company to the extent such costs, fees and expenses are payable or reimbursable by an Acquired Company.
Sellers’ Transaction Expenses means all fees and expenses incurred by the Acquired Companies at or prior to the Closing and payable by the Acquired Companies at or following the Closing arising from, incurred in connection with or incident to this Agreement and the transactions contemplated hereby, or the solicitation of other potential buyers of the Acquired Companies or consideration of other strategic alternatives, including (i) such fees and expenses payable to Ropes & Gray LLP, Robert W. Baird & Co. Incorporated and all other accountants, lawyers, consultants, financial or other advisors retained by any Acquired Company or Seller or any representative of Affiliate thereof in connection with the foregoing, (ii) all bonus, change of control, retention or similar payments payable by the Acquired Companies in accordance with Section 6.09 and (iii) any employer payroll Taxes of the Acquired Companies resulting from such amounts payable pursuant to the foregoing clause (ii).

Examples of Sellers’ Transaction Expenses in a sentence

In addition, it is contemplated by the parties hereto that, upon the Closing, all of the Sellers’ Transaction Expenses (to the extent not paid by the Company Group prior to the Closing) will be fully paid, and that such payment will be funded by Purchaser.

The Arbiter’s determination(s) shall be based upon the definitions of Cash, Sellers’ Transaction Expenses, Indebtedness and Working Capital (as applicable) included herein, and shall not be an independent review.

The Estimated Closing Statement will, with respect to the Estimated Closing Cash, the Estimated Closing Net Working Capital Surplus (if any), the Estimated Closing Net Working Capital Deficit (if any), the Estimated Closing Indebtedness and the Estimated Unpaid Sellers’ Transaction Expenses, be prepared in accordance with the definitions in this Agreement.

Prior to the Closing, the Company may elect (in its sole discretion) to purchase at its cost (which cost shall be included in the Sellers’ Transaction Expenses) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s and its Subsidiaries’ directors and officers that shall provide such directors and officers with coverage for such time period and on such terms as the Company so determines.

Schedule 2.23 sets forth all payees of the Sellers’ Transaction Expenses.


More Definitions of Sellers’ Transaction Expenses

Sellers’ Transaction Expenses means all fees, costs and expenses incurred by or on behalf of each Seller in connection with this Agreement or the consummation of the transactions contemplated hereby (in each case, excluding any Closing Transaction Expense), whether invoiced before or after Closing, with respect to: (a) all transaction, change in control, deferred compensation, severance or similar bonuses or payments pursuant to or under any Parent Benefit Plan, including any such payments payable to Elliot Penner and Stuart King; (b) all brokers’, finders’ or investment bankers’ fees incurred by or on behalf of each Seller in connection with the negotiation, preparation, execution and consummation of the transactions contemplated hereby; (c) fees and expenses of legal counsel or other professional advisors incurred by or on behalf of each Seller in connection with consummation of the transactions contemplated hereby and (d) the employer portion of employment Taxes payable in connection with the amounts described in the foregoing clause (a).
Sellers’ Transaction Expenses means the Expense Fund and all fees, costs and expenses (including legal fees, investment banking fees and accounting fees) that have been incurred by or on behalf of the Purchased Companies or Sellers in connection with the Contemplated Transactions, including all fees, costs and expenses incurred by the Purchased Companies in connection with the negotiation, preparation and review of this Agreement (including the Disclosure Schedule) and all agreements, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the Contemplated Transactions.
Sellers’ Transaction Expenses means the fees and expenses of the brokers, counsel, accountants, investment banks and other advisors incurred on behalf of the Sellers in connection with, or in contemplation of, the transactions contemplated by this Agreement, and representing all fees and expenses due to such brokers, counsel, accountants, investment banks and other advisors through the Closing Date.
Sellers’ Transaction Expenses means the legal, accounting, financial advisory and other advisory, transaction or consulting fees and expenses incurred by the Company, the SellersRepresentative or the Stockholders in connection with the transactions contemplated by this Agreement, including without limitation any fees and expenses payable under the terms of the Management Agreement and the closing bonus payments to employees of the Company as described on Schedule 3.16(a) and Schedule 6.1, in each case to the extent not paid at or prior to the Closing by the Company. For purposes of clarification, Sellers’ Transaction Expenses shall not include the Bonus Payments.
Sellers’ Transaction Expenses means (i) all fees, costs, expenses and disbursements of attorneys, investment bankers, accountants and other professional advisors that are incurred by the Company or Seller (in each case, solely to the extent the Company is responsible for payment thereof) in connection with the negotiation, preparation or execution of the Transaction Documents and (ii) transaction bonuses or similar payments (in each case, including the employer portion of any Taxes in respect of such bonuses or payments, and excluding any amounts that are paid, payable or incurred in connection with another event, such as a termination of employment at or following the Closing) that are due to any employee, officer or director of the Company or Seller (in each case, solely to the extent the Company is responsible for payment thereof) as a result of and in connection with the consummation of the transactions contemplated hereby, in the case of clauses (i) or (ii), pursuant to any agreement entered into by, or other arrangement with, the Company or Seller prior to the Closing, including (A) the 2016 Annual Bonus Payments and (B) the Success Bonuses (as defined in Schedule ‎4.18(e) of the Disclosure Letter), in each of clauses (A) and (B), to the extent actually paid by Buyer or one of its Affiliates (including the Company) to Transferred Employees after the Closing. For the avoidance of doubt, Seller’s Transaction Expenses shall not include expenses for which Buyer is expressly responsible hereunder (including pursuant to ‎Section 9.4(f) to the extent Seller has funded the Transition Escrow Account in accordance with ‎Section 3.3(a)).
Sellers’ Transaction Expenses means all costs and expenses incurred by or on behalf of the Seller or the Company or for which the Company is liable or any of its assets are subject in connection with the preparation and execution of this Agreement and the other Transaction Documents and the transactions contemplated hereby or thereby.
Sellers’ Transaction Expenses means all costs, fees and expenses incurred in connection with or in anticipation of the negotiation, execution and delivery of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby or in connection with or in anticipation of any alternative transactions considered by Sellers to the extent such costs, fees and expenses are payable or reimbursable by Sellers or any of their respective Affiliates, including, (a) all fees and expenses payable to any financial advisor(s) and all other brokerage fees, commissions, finders’ fees or financial advisory fees so incurred, (b) the fees and expenses of any legal and accounting advisors and all other fees and expenses of legal counsel, accountants, consultants and other experts and advisors so incurred, (c) any bonus, termination, separation, severance, retention or other payment or other form of compensation that is created, accelerated, accrues or becomes payable by Sellers or any of their Affiliates to any current or former employees, officers, directors, retirees, independent contractors or consultants of Sellers as a result of the transactions contemplated by this Agreement or the transfer of employment of Employees, including any Taxes that become payable as a result of any such payment, and (d) without duplication of any other amounts included within the definition of Sellers’ Transaction Expenses, any other payment, expense or fee that accrues or becomes payable by Sellers or any of their respective Affiliates to any Governmental Authority or other Person under any applicable Law or Contract, including in connection with the making of any filings, the giving of any notices or the obtaining of any consents, authorizations or approvals.