Transactional Expenses has the meaning set forth in Section 13.10 of this Agreement.
Transactional Expenses means the amount of Estimated Transactional Expenses (as hereinafter defined) as set forth on the Officer's Certificate;
Transactional Expenses means, without duplication of any item which is Indebtedness or included in the calculation of Working Capital, (i) fees, costs and expenses (including investment banking, legal and accounting fees, costs and expenses) of the Company and the Companies Subsidiaries incurred through the Effective Time at the direction of Parent in connection with the consummation of the transactions contemplated by this Agreement, (ii) the amount of any change of control fees, termination fees or similar payments owed by the Company or the Company Subsidiaries to customers, suppliers, landlords or other persons arising in connection with the transaction, but only to the extent any such amounts are expressly provided for in a Contract with such customers, suppliers, landlords or other persons; and (iii) any transaction, success, stay, change of control or similar fee or bonus payment (or any severance or retention payment, other than as set forth in the Employment and Compensation Agreements or the Retention Bonuses) payable to any employee, officer, director or consultant of the Company or the Company Subsidiaries arising in connection with the transaction (including “double trigger” change of control obligations), but only to the extent any such payments are expressly provided for in a Contract with such employee, officer, director or consultant. For the avoidance of doubt, neither any severance amounts paid or payable under the Employment and Compensation Agreements, the Retention Bonuses nor any severance or retention payment(s) included in the Solon, Ohio outsourcing initiative set forth in Disclosure Schedule 1.92(xi) shall constitute Transactional Expenses.
Examples of Transactional Expenses in a sentence
Any Excess Frontenac Transactional Expenses or Excess Frontenac Change in Control Amounts will result in a corresponding dollar-for-dollar reduction to the Aggregate Merger Consideration.
Any Frontenac Transactional Expenses, excluding the Deconversion Fee, in excess of $350,000.00 (“Excess Frontenac Transactional Expenses”) will result in a corresponding dollar-for-dollar reduction to the Aggregate Merger Consideration.
Royal shall have received proof satisfactory to it of (i) the amount of each of the Frontenac Transactional Expenses and each Frontenac Change in Control Amount and (ii) the payment of all Frontenac Transactional Expenses and Frontenac Change in Control Amounts on or before the Closing Date, in each case together with such other documentation as Royal may reasonably request in connection therewith.
For purposes of clarity, the parties acknowledge that (i) the payment of Frontenac Transactional Expenses up to an aggregate amount equal to $350,000.00 plus the Deconversion Fee and (ii) the payment of Frontenac Change in Control Amounts up to $1,000,000.00 in the aggregate will not be reflected in the calculation of the Frontenac Adjusted Tangible Shareholders’ Equity.
In the event the Frontenac Transactional Expenses, excluding the Deconversion Fee, total less than $350,000.00 in the aggregate, the difference shall result in a corresponding dollar-for-dollar increase to the Aggregate Merger Consideration.
More Definitions of Transactional Expenses
Transactional Expenses means all costs and expenses of any nature whatsoever incurred by the Company at any time (including prior to the date of this Agreement) or for which the Company has become or may become liable in the future (including such amounts which Purchaser pays pursuant to Section 13.7) in connection with the negotiation, preparation and execution of this Agreement or the consummation of the transactions contemplated hereby, including fees and expenses of BT Alex.Xxxxx; Xxxxxx & Xxxxxxx; Xxxxx Xxxxx LLP; Xxxxxxx Hartwell, Dickinson, XxXxxxxxx & Xxxxxx; and Price Waterhouse LLP.
Transactional Expenses means the actual fees and expenses, direct or indirect, in connection with transactions made or proposed to be made by or on behalf of the Fund, including but not limited to (a) legal, tax, Shari’a, advisory, accounting, auditors’ and valuers’ fees,(b) bank fees and investment bankers’ fees, (c) external consultants’ fees, (d) other professional fees and expenses, (e) all introduction and similar fees, and (f) all other actual costs and expenses in connection with sourcing, acquiring, holding, monitoring, financing and disposing of Investments. Transactional Expenses shall include any and all actual fees incurred in connection with any transactions that are not consummated.
Transactional Expenses means all reasonable and documented fees and disbursements invoiced by legal counsel and other advisors to Target, its Subsidiaries, the Stockholder Committee and Target’s stockholders incurred by Target or any of its Subsidiaries in connection with the preparation, execution and consummation of this Agreement, the transactions contemplated hereby and the Closing.
Transactional Expenses means investment banking, consulting, advisory, legal and accounting fees and expenses incurred by the Company in connection with the transactions contemplated by this Agreement. For avoidance of doubt and duplication, as applicable, Transactional Expenses do not include any prepayment penalties in respect of the Prudential Debt and do not include any Employee Payments.
Transactional Expenses has the meaning set forth in Section 13.10 of this Agreement. "Transition Services Agreement" has the meaning set forth in Section 5.19 of this Agreement. "Use" means to appropriate any of the Company's Confidential Information for the benefit of oneself or any other Person other than the Company. "WARN Act" has the meaning set forth in Section 10.9 of this Agreement. ARTICLE 2
Transactional Expenses means all transaction costs of the Company and the Bank associated with the Agreement and the Contemplated Transactions, or incurred or accrued (or required to be accrued in accordance with GAAP or the terms of this Agreement) in connection with, the Agreement and the Contemplated Transactions, including: (i) the aggregate fees and expenses of attorneys, accountants, consultants, brokers, finders, financial advisors, proxy solicitors and other professional advisors incurred by the Company or the Bank in connection with this Agreement and the Contemplated Transactions; (ii) the cost of preparing, printing and mailing the Proxy Statement to the Shareholders and any other costs and expenses incurred in connection with obtaining Shareholder approval of this Agreement and the Merger; (iii) except as expressly provided herein, any amounts paid or payable to any director, officer or employee of the Company or the Bank under any Contract, benefit plan or employment practice of the Company or the Bank; (iv) except as expressly provided herein, all other payroll and non-payroll related costs and expenses; in each case of the clauses (i) through (iv), incurred or accrued, or to be incurred or accrued, by the Company or the Bank through the Effective Time in connection with this Agreement and the Contemplated Transactions; and (v) any required filing fees and costs of regulatory notices; and (vi) any costs incurred in the defense or settlement of any stockholder litigation against the Company and/or its directors and/or its officers relating to the transactions contemplated by the Agreement.
Transactional Expenses means the Initial Transactional Expenses and the Post-Closing Transactional Expenses.