Unpaid Company Transaction Expenses means Transaction Expenses, but only to the extent they have not been paid by the Company in Cash on or prior to the Closing Date.
Unpaid Company Transaction Expenses means any Company Transaction Expenses that have not been paid as of 12:01 a.m. Pacific Time on the Closing Date.
Unpaid Company Transaction Expenses means Company Transaction Expenses, but only to the extent they have not been paid by or on behalf of the Company in Cash on or prior to the close of business on the day immediately preceding the Closing Date and have, accordingly, not reduced the Closing Cash.
Examples of Unpaid Company Transaction Expenses in a sentence
If the Sellers’ Representative fails to deliver a Dispute Notice during such forty-five (45) day period, the Sellers’ Representative shall have waived Sellers’ rights to contest the Closing Statement, and the calculations of Closing Date Cash, Unpaid Company Transaction Expenses, Closing Date Indebtedness and Adjusted Working Capital set forth therein shall be deemed to be final and binding upon the Parties and such amount shall be used for purposes of calculating the adjustment pursuant to Section 1.4(d).
Within ten (10) days after the proposal or appointment of the Expert by the Secretariat pursuant to Clause 3.2 or 3.3 ( Selection Procedure), either Party may file an objection in writing with the Secretariat that the Expert does not have the required qualifications, is not neutral, independent and impartial, or is not suitable for confirmation for any other reason.
Notwithstanding the foregoing, the Company shall not be required to bear any expense or pay any commitment or similar fees prior to Closing and no such fees shall constitute Unpaid Company Transaction Expenses.
Other than actions expressly contemplated herein, no actions taken by Parent on its own behalf or on behalf of the Company, on or following the Closing Date shall be given effect for purposes of determining the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness and the Adjusted Working Capital.
Under the original filing, the SAVE Plan primarily covered replacement of the Company’s bare steel and cast iron natural gas distribution pipe.
More Definitions of Unpaid Company Transaction Expenses
Unpaid Company Transaction Expenses means any professional services fees, costs or expenses incurred or suffered by any Group Company in connection with the consideration, review, pursuit, negotiation, execution and/or performance of this Agreement and the transactions contemplated by this Agreement, in each case, that remain unpaid as of the Relevant Time less any Service Tax chargeable in respect of the matters giving rise to such amounts which is recoverable (whether by way of credit or refund and whether by a Group Company or by any member of its fiscal group) but only to the extent such amounts are actually recovered;
Unpaid Company Transaction Expenses means (a) the fees and disbursements payable to legal counsel, financial advisors, accountants, and other agents of the Company or the Selling Shareholders which are due or payable in connection with the transactions contemplated by this Agreement, (b) any bonus, severance, termination, buyout or change in control payments to be paid to any director, officer or employee of the Company or its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement and any payroll or employment taxes of any kind incurred by the Company or its Subsidiaries in connection therewith, (c) the Expense Fund, (d) fifty percent (50%) of the R&W Insurance Premium (excluding only the incremental cost of the premium for an R&W Insurance Policy with a limit of liability in excess of $10,000,000), (e) any amounts due or payable in connection with any incentive or profit sharing plan of the Company, including, without limitation, (i) the Company’s Long Term Incentive Plan Phantom Stock Plan, dated as of December 31, 2016, (ii) the Management Incentive Plan, and (iii) any Terminating Plan, including, in each case, any payroll or employment taxes of any kind incurred by the Company or its Subsidiaries in connection therewith, and (f) all other miscellaneous expenses or costs, in each case, incurred by the Company and its Subsidiaries, or the Selling Shareholders, which are payable by the Company or its Subsidiaries, in connection with the transactions contemplated by this Agreement but only to the extent they have not been paid by the Company in Cash on or prior to the close of business on the day immediately preceding the Closing and have, accordingly, not reduced the Closing Date Cash, as set forth on Schedule 1.6(b); provided, however, that the foregoing clauses (a) and (f) shall not include any fees, expenses or disbursements incurred solely by Merger Sub or solely by the Surviving Corporation which are on behalf of Merger Sub.
Unpaid Company Transaction Expenses means all expenses and fees incurred by the Company and its Subsidiaries at or prior to the Closing in connection with the transactions contemplated by this Agreement (including investment bankers, attorneys, accountants, proxy solicitors and other consultants and advisors and all printing, mailing, and filing fees), but only to the extent such expenses and fees have not been paid by the Company in cash as of immediately prior to the Closing. The following terms are defined in the Section of this Agreement set forth after such term below: Acceptable Confidentiality Agreement 5.3(b) Action 3.7 Adverse Recommendation Change 5.1(b) Affiliate 8.10 Agreement Preamble Balance Sheet Date 3.5(d) Bankruptcy and Equity Exception 3.3(a) Business Day 8.10 Certificate 2.1(c) Certificate of Merger 1.3 Closing 1.2 Closing Date 1.2 Code 2.2(g) Company Preamble Company Acquisition Agreement 5.3(c) Company Adverse Recommendation Change 5.3(c) Company Board Recommendation 8.10 Company Charter Documents 3.1(c) Company Common Stock 2.1 Company Confidential Information 3.13(h) Company Disclosure Schedule Article III Company Employees 5.12(a) Company Intellectual Property 3.13(a)(i) Company Material Adverse Effect 3.1(a) Company Material Contract 3.14(a)(T) Company Net Working Capital 8.10 Company Intellectual Property 3.13(a)(i) Company Owned Software 3.13(a)(iii) Company Pension Plan 3.11(a) Company Plan 8.10 Company Preferred Stock 3.2(a) Company Products 3.13(a)(viii) Company Registered Intellectual Property 3.13(a)(iv) Company SEC Documents 3.5(a) Company Stock Plans 8.10 Company Stockholder Approval 3.3(d) Company Stockholders Meeting 5.1(b) Company Termination Fee 7.3(a)(iii) Confidentiality Agreement 5.6 Contaminants 3.13(n) Contract 3.13(n) Copyrights 8.7(b) Covered Matters 8.7(b) Customer Calls 5.16 Customs & International Trade Laws 8.10 D&O Insurance 5.8(b) DGCL 1.1 Dissenting Shares 2.3(a) Dissenting Stockholders 2.3(a) Effective Time 1.3 Environmental Laws 8.10 ERISA 8.10 Exchange Act 3.4 Fairness Opinion 3.19 Filed Company SEC Documents 8.10 GAAP 8.10 Governmental Authority 8.10 Government Bid 8.10 Government Contract 8.10 Hazardous Substance 8.10 Indebtedness 8.10 Indemnitee 5.8(a) Indemnitees 5.8(a) Individual Agreements 3.11(a) Intellectual Property Rights 3.13(a)(v) Knowledge 8.10 Laws 3.8 Liens 8.10 Marks 3.13(a)(v) Merger Preamble Merger Consideration 2.1(c) Merger Sub Preamble Option 2.4 Option Consideration 2.4 Parent Preamble Patents 3.13(a)(v) Paying Age...
Unpaid Company Transaction Expenses means any Company Transaction Expenses that have not been paid as of the close of the Business Day Singapore time on the Closing Date.
Unpaid Company Transaction Expenses means Transaction Expenses, but only to the extent they have not been paid by the Company on or prior to the Closing Date.
Unpaid Company Transaction Expenses means, to the extent not paid prior to the Closing, (a) any unpaid fees and expenses of the Company incurred in connection with (i) the transactions contemplated hereby for any investment bank acting as financial advisor to the Company or the Securityholders, any law firm acting as legal advisor to the Company or the Securityholders, or any other firm acting as advisor to the Company or the Securityholders on matters related to the transactions contemplated hereby or (ii) advisory services in connection with the activities set forth in Section 6.08 of the Company Disclosure Schedule and (b) the Non-Waived 280G Benefits Amount (if any).
Unpaid Company Transaction Expenses means all costs and expenses of the Company incurred to third parties in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby, including any brokerage fees and commissions, finders’ fees or financial advisory fees and any fees and expenses of counsel or accountants payable by the Company, in each case which have not been paid in full as of the Closing Date. Notwithstanding the foregoing, the fees and expenses incurred by the Company in connection with the obligations under Section 5.15 shall be paid by the Buyer.