Company Transaction Expenses means, without duplication, all out-of-pocket fees and expenses paid or payable by (whether or not billed or accrued for) as a result of or in connection with the Company’s negotiation, documentation and consummation of this Agreement and the transactions contemplated hereby or investigating or pursuing a going-public transaction including: (i) fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (ii) change-in-control payments, stay, sale or transaction bonuses, retention payments, severance or similar compensatory payments payable to any current or former employee, consultant, independent contractor, officer, or director as a result of the transactions contemplated hereby, including the employer portion of payroll Taxes arising therefrom (including any employment Taxes deferred under any COVID-19 Response Law), (iii) 50% of the filing fees payable to the Antitrust Authorities and SEC in connection with the transactions contemplated hereby, (iv) 50% of the fees incurred in connection with the PIPE Investment (or any Alternative PIPE Investment), (v) amounts owing or that may become owed, payable or otherwise due (whether or not accrued), directly or indirectly, in connection with the consummation of the transactions contemplated hereby, including fees, costs and expenses related to obtaining any consents required to be obtained hereunder, (vi) the Cash Transaction Bonus Amount, and (vii) such expenses detailed in (i) through (vi) incurred by Affiliates of the Company in connection with the transactions contemplated herein. For the avoidance of doubt, Company Transaction Expenses shall exclude (i) Indebtedness and (ii) any payments that are payable pursuant to an agreement or other arrangement entered into by or at the direction of Acquiror or its Affiliates.
Company Transaction Expenses means all fees, costs and expenses (including fees, costs and expenses of third-party advisors, legal counsel, investment bankers, accounting firms or other representatives) of the Company reasonably incurred in connection with the transactions contemplated herein.
Company Transaction Expenses means all Transaction Expenses incurred or otherwise payable by or on behalf of the Company and any Transaction Expenses of any Seller that are payable by or otherwise a liability or obligation of the Company.
Examples of Company Transaction Expenses in a sentence
For the avoidance of doubt, the Outstanding Company Transaction Expenses shall not include any fees and expenses of the Company’s stockholders.
On the Closing Date, following the Closing, BRPA shall pay or cause to be paid, by wire transfer of immediately available funds, all such Outstanding Company Transaction Expenses.
Except as otherwise provided herein, each Party shall bear its own expenses incurred in connection with this Agreement and the Transactions whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided, that if the Closing occurs, Acquiror and the Company shall bear and pay at or promptly after Closing all Acquiror Transaction Expenses and all Company Transaction Expenses.
The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses.
Upon request, the Company may review analysts’ draft research reports and financial models.
More Definitions of Company Transaction Expenses
Company Transaction Expenses has the meaning set forth in Section 11.01.
Company Transaction Expenses means all expenses of Sellers and the Subject Companies incurred or to be incurred (prior to and through the Closing Date) in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby and the Closing, including fees and disbursements of attorneys, accountants, brokers, financial and other advisors and service providers, travel and entertainment expenses, and meeting and presentation expenses, payable by any Seller or Subject Company.
Company Transaction Expenses means the following out-of-pocket fees, expenses, or other amounts incurred or obligated at or prior to, and that remain unpaid as of, the Closing in connection with this Agreement and the transactions contemplated hereby (regardless of whether payable on, prior to or following the Closing and regardless of whether contingent upon the occurrence of the Closing): (a) fees and expenses of investment bankers, attorneys, accountants and other consultants and advisors incurred or payable by or on behalf of the Company or its Subsidiaries in connection with the transactions contemplated hereby; (b) any transaction bonuses, retention payments, or change-of-control payments paid or payable by the Company or any of its Subsidiaries to an employee, director or individual consultant of the Company or any of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (but excluding any severance or termination compensation or benefits payable to any employee, independent contractor, director or manager of the Company or its Subsidiaries who is terminated by or at the request of Buyer), including the employer portion of any associated payroll, social security, excise or other Taxes related to any such payments, and the amount of any indebtedness owed to the Company or any Subsidiary of the Company by any Seller, employee, director, or individual consultant of the Company that is forgiven by the Company or such Subsidiary; (c) the D&O Tail Insurance Costs; and (d) Transfer Taxes for which the Sellers are liable pursuant to Section 8.4; provided, however, that “Company Transaction Expenses” shall not include (i) any fees or expenses related to (A) any financing transaction effected by or on behalf of Buyer or (B) any Funded Debt (to the extent such fees and expenses are included in the calculation of Funded Debt), (ii) any fees or expenses for which Buyer is responsible pursuant to the express terms of this Agreement, (iii) Holder Representative Expenses paid from the Holder Representative Fund, (iv) amounts payable in connection with any RWI Policy (including any premiums, commissions, taxes and other charges, fees or expenses of the underwriter(s) of any such policy), (v) amounts payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement, or (vi) amounts payable in connection with any Funded Debt Exclusions.
Company Transaction Expenses means Transaction Expenses of the Company.
Company Transaction Expenses means (a) all expenses of the Companies (prior to the Closing) and Sellers incurred or to be incurred in connection with the preparation, execution and consummation of this Agreement, the transactions contemplated hereby to be consummated on or before the Closing Date, and the Closing, including fees and expenses of attorneys, financial advisors, accountants and other advisors and service providers (including those costs associated with the preparation of the Companies’ 2022 audit in accordance with AICPA GAAS).
Company Transaction Expenses means all unpaid expenses of the Company Entities incurred or to be incurred prior to and through the Closing in connection with (a) the negotiation, preparation and execution of this Agreement, the Proposed Plan of Reorganization and the other agreements, documents and instruments contemplated hereby, and the consummation of the Transactions and the Closing and any transaction with other potential purchasers, including, in each case, out-of-pocket costs, fees, commissions and disbursements of financial advisors, attorneys, fiduciaries, accountants and other advisors and service providers, severance payments to directors, officers and employees, sale bonuses, retention payments and any other change-of-control or similar payments payable as a result of or in connection with (either alone or in combination with any other event) the Transactions, including the amount of any employer-side withholding, employment, or payroll Taxes imposed with respect to any such payments made before, on or after the Closing Date under the terms of agreements in effect at Closing (even if the due date of remittance is deferred under the CARES Act) and any amounts payable to gross up or make whole any Person for income or excise Taxes imposed with respect to such payments, (b) any amounts payable by the Company (prior to and through and including the Closing Date) pursuant to Section 9.2 and which have not been paid as of the Closing, (c) any outstanding accrued bonuses (including, without limitation, the actual amount of the Minimum Annual Bonus payments, if any), retention bonuses or severance payments (including, without limitation, the retention bonuses and severance payments listed on Section 9 of the Company Disclosure Letter) (including the amount of any employer-side withholding, employment, payroll, or similar Taxes imposed with respect to any such payments made before, on or after the Closing Date under the terms of agreements in effect at Closing (even if the due date of remittance is deferred under the CARES Act) and any amounts payable to gross up or make whole any Person for income or excise Taxes imposed with respect to such payments), (d) any Retiree Benefit Obligations that have accrued at or prior to the Closing, (e) 50% of the fees, charges and expenses payable to the Paying Agent, to the extent not paid by the Company prior to Closing and (f) any fees, charges and expenses payable in connection with the transfer of Marketable Securities to the Foundation in a...
Company Transaction Expenses means all fees, costs and expenses of the Company and its Subsidiaries collectively incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with at or before Closing, and the consummation of the Transactions, including the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of the Company and its Subsidiaries (including, for the avoidance of doubt, any fees, costs and expenses related to the PIPE Investment except as otherwise expressly set forth in the definition of Acquiror Transaction Expenses) and all severance, transaction-related bonuses, stay and pay bonuses, retention awards, change in control payments or other similar payments or benefits triggered, in whole or in part, by the Transactions (excluding, for the avoidance of doubt, any “double trigger” payments or benefits as a result of or otherwise related to acts or occurrences following the Closing) and payable to any current or former Company Service Provider in cash by the Company in connection with the consummation of the Transactions (including the employer portion of any payroll, employment or similar Taxes imposed with respect to such amounts), as determined pursuant to Section 3.04(b).