Unpaid Transaction Expenses definition

Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

Unpaid Transaction Expenses means the amount of Transaction Expenses incurred as of or after the Closing but unpaid as of the Effective Time.

Unpaid Transaction Expenses means Transaction Expenses, but only to the extent they have not been paid by the Company in cash prior to the Closing.

Examples of Unpaid Transaction Expenses in a sentence

• Within ninety (90) days after the Closing Date, Parent shall deliver to the Securityholder Representative a statement (the “ Post-Closing Statement”) setting forth Parent’s calculation of: (i) the Closing Working Capital; (ii) the Closing Working Capital Shortfall, if any; (iii) the Closing Indebtedness; (iv) the Unpaid Transaction Expenses; and (v) the Merger Consideration resulting from the amounts set forth in clauses (i) though (iv).

• The Halley Closing Certificate shall include reasonable supporting detail for each of the items and calculations set forth therein, including, in the case of Halley Final Unpaid Transaction Expenses, final invoices for each of Halley’s financial advisors, attorneys, accountants, or other advisors whose fees would constitute Halley Final Unpaid Transaction Expenses.

• The costs, fees and expenses of the Accounting Referee that are borne by Halley, if any, shall be deemed to constitute Halley Final Unpaid Transaction Expenses hereunder.

• From and after delivery of the Halley Closing Certificate, Halley shall use reasonable best efforts to promptly (and in any event within one Business Day) inform Saturn if it obtains knowledge that any of the calculations of Closing Indebtedness, Closing Cash, Halley Final Unpaid Transaction Expenses and Closing Net Indebtedness have changed (other than de minimis changes) and such Halley Closing Certificate shall be deemed amended accordingly.

• On behalf of the Osmose Entities and Seller and at the direction of Seller, Buyer will deliver payment to the appropriate Persons in respect of the Osmose Unpaid Transaction Expenses in the amounts indicated in writing by Seller at or prior to the Closing, by wire transfer or delivery of other immediately available funds to the accounts designated by Seller.

More Definitions of Unpaid Transaction Expenses

Unpaid Transaction Expenses means the Transaction Expenses that are unpaid as of the Closing.

Unpaid Transaction Expenses means all Transaction Expenses outstanding at the Closing.

Unpaid Transaction Expenses means with respect to the Company, (i) all legal, accounting, financial advisory, third party advisory or other expenses or costs, and (ii) any special cash bonuses paid to Employees, in each case, incurred by the Company prior to the Closing 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 Calculation Moment and have, accordingly, not reduced the Closing Cash of the Company.

Unpaid Transaction Expenses means all Company Transaction Expenses that have not been paid at or prior to the Effective Time.

Unpaid Transaction Expenses means the aggregate amount of all Transaction Expenses of the Company that remain unpaid as of immediately prior to the Closing.

Unpaid Transaction Expenses means Company Transaction and Bonus Expenses to the extent that they have not been paid on or prior to the close of business on the day immediately preceding the Closing Date.

Unpaid Transaction Expenses means, to the extent not paid as of the Adjustment Time, all fees and expenses incurred and payable by the Company in connection with the negotiation and drafting of this Agreement and the pursuit of the transactions contemplated herein, including (i) such fees as may be owed by the Company to Barclays PLC, the Company’s independent accountants, Xxxxxx and Xxxxxx, P.A., Xxxxxx & Whitney, LLP, Xxxxxxxx Xxxxxxxx & Xxxxxxxx PC and/or Xxxxx Day, LLP, in each case only to the extent such fees relate to this Agreement and/or the transactions contemplated herein and specifically does not include fees related to other services such parties may have provided to the Company unrelated to this Agreement and the transactions contemplated hereby, (ii) all unpaid change of control or transaction bonuses, severance or success or retention or other similar payments of Seller or the Company, in each case arising from or incurred in connection with the consummation of the transactions contemplated by this Agreement, either alone or in combination with any other event (whether paid on or following the Closing) to any current or former officer, director, employee or consultant or independent contractor of Seller or the Company including any requirement to pay related costs or fees and to pay any gross up or make whole for income or excise Taxes imposed with respect to such amounts (all such amounts, “Sale Bonuses”), (iii) the employer’s portion of the withholding or payroll Taxes in respect of the payment of any Sale Bonuses, (iv) half of the premiums, underwriting and other related costs payable in respect of the D&O Insurance, (v) half of all filing fees and other charges in connection with the filing under the HSR Act pursuant to Section 4.4(a) and (vi) half of the premiums, underwriting and other related costs payable, but Seller’s portion not to exceed $523,575, in respect of the representations and warranties insurance policy, if any, to be purchased by Buyer with respect to this Agreement.