Specified Transactional Expenses definition

Specified Transactional Expenses means any amounts in excess of $5,000,000 paid by the Company since March 31, 2006, or payable at any time after the Effective Time, to financial advisors, investment bankers, accountants, auditors, the Stockholders’ Agent (including, without limitation, the Stockholders’ Agent’s Fund), legal counsel or other agents, representatives, advisors or any other person in connection with the transactions contemplated hereby, and to any party with respect to any consent, royalty, milestone, settlement or similar payments under any Contract (including, without limitation, any amounts payable in connection with the matters set forth in Section 9.1(b)(iii) of the Company Disclosure Schedule), as set forth in a statement delivered by the Company to Parent not less than five business days prior to the Closing Date (and updated and supplemented by the Company through and including the Closing Date), and agreed to by Parent (the “Expense Statement”).
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Specified Transactional Expenses means the following expenses, to the extent incurred or accrued but not paid by Target (whether or not Target has been invoiced for such expenses) at or prior to the Closing in connection with the transactions contemplated hereby: (i) expenses payable by Target to its outside professional legal, financial, accounting and other advisors (including UBS) for services performed by them with respect to the Merger and the negotiation of this Agreement, but expressly excluding expenses payable for any services rendered in connection with the fulfillment of the Stakeholders’ Agent’s obligations under this Agreement, (ii) the Transaction Bonuses (whether paid by Target, Acquiror or otherwise), and (iii) any severance or termination payments payable by Target to employees of Target who are terminated in connection with the consummation of the transactions contemplated by this Agreement, as described in Section 5.3 of this Agreement, provided that the aggregate amount of severance and termination payments as described in subsection (iii) above that are included in the calculation of the Specified Transactional Expenses shall not exceed Five Million Dollars ($5,000,000).
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Specified Transactional Expenses means the following expenses, to the extent incurred by the Company at or prior to the Closing in connection with the transactions contemplated hereby: expenses payable by the Company to its outside professional legal, financial and accounting advisors for services performed by them on behalf of the Company with respect to the Merger and the negotiation of this Agreement (including, without limitation, any fees payable to Credit Suisse).
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Examples of Specified Transactional Expenses in a sentence

  • All severance or other obligations of such Terminated Employees arising out of the termination of their employment shall be paid by Target and the Subsidiaries and shall constitute Specified Transactional Expenses to the extent set forth therein.

  • At least five (5) days prior to the Closing Date, Target will deliver to Acquiror a notice setting forth the amount of each of the unpaid Specified Transactional Expenses required to be paid by Target as of the Closing.

  • Acquiror will be entitled to reduce the Aggregate Closing Merger Consideration by the amount of unpaid Specified Transactional Expenses set forth in such notice as described in Section 1.1 of this Agreement, and Acquiror shall cause such amounts, less any amount required to be withheld pursuant to any Tax Law, to be paid at the Closing to the parties listed on such notice.

  • Acquiror will be entitled to reduce the Aggregate Closing Merger Consideration by the amount of unpaid Specified Transactional Expenses set forth in such notice as described in Section 1.1 of this Agreement, and such amounts will be paid at the Closing by Acquiror directly to the parties listed on such notice.

  • The Company shall be responsible for and pay all Specified Transactional Expenses.

  • From and after the Closing, Parent shall ensure that the Company pays the Specified Transactional Expenses to the extent not previously paid.

  • Parent acknowledges and agrees that such payment of Specified Transactional Expenses, to the extent incurred at or prior to Closing by the Company, shall not be offset against or deducted from the Merger Consideration and shall not be subject to indemnification or reimbursement by the Former Stockholders or withdrawn from the Escrow Fund for any reason.


More Definitions of Specified Transactional Expenses

Specified Transactional Expenses means the following expenses, to the extent incurred by Target at or prior to the Closing in connection with the transactions contemplated hereby: (i) expenses payable by Target to its outside professional legal, financial and accounting advisors for services performed by them with respect to the Merger and the negotiation of this Agreement (including any expenses payable by Target to such advisors for tax planning for its executives or shareholders), but expressly excluding expenses payable for any services rendered in connection with the fulfillment of the Shareholders’ Agent’s obligations under Section 2.13; and (ii) severance payments payable by Target to R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and A▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ under existing arrangements as a result of the consummation of the Merger.
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Related to Specified Transactional Expenses

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Specified Transaction means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

  • Qualified Transaction means a qualified

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.

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