Common use of Expenses and Other Payments Clause in Contracts

Expenses and Other Payments. Except as otherwise provided herein and in the Merger Agreement, all fees and expenses incurred in connection with the Merger, the Merger Agreement and any other transactions contemplated thereby will be paid by the party incurring such fees and expenses, except that the Company will pay all expenses relating to the printing, filing and mailing of the Proxy Statement and all other related regulatory filing fees. Under the Merger Agreement, in the event the Merger Agreement is terminated under clauses A or B under "Termination" above and certain conditions described in "Conditions to the Obligations of Merger Sub" have not been satisfied, or under clauses D, F or G in "THE MERGER AGREEMENT -- TERMINATION" above, on the date of such termination, the Company will pay Saw Mill by wire transfer of immediately available funds an amount (such amount, the "Saw Mill Reimbursable Expenses") in cash equal to the lesser of: - the total amount of the costs, fees and expenses of counsel, accountants, financial advisors and other experts and advisors as well as fees and expenses incident to the negotiation, preparation and execution of the Merger Agreement and the attempted financing and completion of the transactions contemplated by the Merger Agreement, including investment banking and commitment fees, the related documentation and the shareholders' meeting and consents ("Costs"), including without limitation, the legal fees of the providers of the Commitment Letters, and out-of-pocket expenses; and - $1,500,000. Under the Merger Agreement, in the event the Merger Agreement is terminated under clause E in the "TERMINATION" above, Saw Mill, Parent or Merger Sub will pay the Company by wire transfer of immediately available funds an amount (such amount, the "Company Reimbursable Expenses") in cash equal to the lesser of: - the aggregate amount of Costs incurred in connection with pursuing the transactions contemplated by the Merger Agreement, and out-of-pocket expenses; and - $1,500,000. Under the Merger Agreement, in the event the Merger Agreement is terminated by Merger Sub or the Company under clauses D or G of "TERMINATION" above, on the date of such termination, the Company will pay Saw Mill by wire transfer of immediately available funds a payment in the amount (such amount, the "Termination Fee") equal to $6.7 million minus the amount of Saw Mill Reimbursable Expenses, if any, paid by the Company on or prior to the date of such termination. If the Merger Agreement is terminated under clauses B, C or F and a potential Third Party Transaction has been publicly disclosed prior to such termination, then if within nine months after such termination a Third Party Transaction is consummated, on the date of consummation of such Third Party Transaction, the Company will pay the Termination Fee to Saw Mill by wire transfer of immediately available funds.

Appears in 2 contracts

Samples: Proxy Statement (Jason Inc), Proxy Statement (Jason Inc)

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Expenses and Other Payments. Except as otherwise provided herein and in the Merger Agreement, all (a) Any brokers fees and expenses incurred and/or commissions payable in connection with the Merger, the Merger Agreement and any other transactions contemplated thereby will shall be paid immediately following the Closing by the party incurring such Surviving Corporation, other than any required equity payments to the Brokers which shall be includable in the number of shares of Adatom Common Stock outstanding prior to the Closing as provided in Section 3.1(b) hereof, which equity payments shall be included within the aggregate number of shares of HealthCore Common Stock received by the Adatom shareholders in accordance with the provisions of Articles II and III hereof. The out-of-pocket expenses (including, without limitation, professionals' fees and expenses, except that the Company will pay all expenses and investment banking fees and expenses and fees and expenses relating to the printingfairness opinion referred to herein) incurred by each party in connection with the Merger and the transactions contemplated thereby (collectively, filing the "Transaction Expenses") shall be deemed to be a liability of, and mailing shall be paid by, the Surviving Corporation following the Closing; it being understood that the aggregate sum of the Proxy Statement any and all other related regulatory filing feesreasonable Transaction Expenses paid by HealthCore prior to the Closing shall be deemed to be included in the Closing Cash Amount. Under the Merger Agreement, in In the event the Merger is not consummated other than by reason of a termination pursuant to Section 9.1(b) hereof, each party shall bear that portion of the Transaction Expenses incurred by it in connection with the Merger and the transactions contemplated thereby and hereby. In the event this Agreement is terminated under clauses A or B under "Termination" above (i) by HealthCore pursuant to Section 9.1(b), Adatom shall reimburse HealthCore for all of HealthCore's Transaction Expenses, including, without limitation, all of its reasonable legal, accounting and certain conditions described in "Conditions investment banking fees and expenses relating to the Obligations of Merger Sub" have not been satisfiedMerger, or under clauses D(ii) by Adatom pursuant to Section 9.1(b), F or G in "THE MERGER AGREEMENT -- TERMINATION" aboveHealthCore shall reimburse Adatom for all of Adatom's Transaction Expenses, on including, without limitation, all of its reasonable legal, accounting and investment banking fees and expenses relating to the date Merger (other than fees, if any, payable to the Brokers). (b) Any payment required to be made pursuant to Section 10.5(a) shall be made an promptly as practicable but not later than ten (10) Business Days after termination of such termination, the Company will pay Saw Mill this Agreement and shall be made by wire transfer of immediately available funds to an amount (such amount, the "Saw Mill Reimbursable Expenses") in cash equal to the lesser of: - the total amount of the costs, fees and expenses of counsel, accountants, financial advisors and other experts and advisors as well as fees and expenses incident to the negotiation, preparation and execution of the Merger Agreement and the attempted financing and completion of the transactions contemplated account designated by the Merger Agreement, including investment banking and commitment fees, the related documentation and the shareholders' meeting and consents ("Costs"), including without limitation, the legal fees of the providers of the Commitment Letters, and out-of-pocket expenses; and - $1,500,000. Under the Merger Agreement, in the event the Merger Agreement is terminated under clause E in the "TERMINATION" above, Saw Mill, Parent or Merger Sub will pay the Company by wire transfer of immediately available funds an amount (such amount, the "Company Reimbursable Expenses") in cash equal party entitled to the lesser of: - the aggregate amount of Costs incurred in connection with pursuing the transactions contemplated by the Merger Agreement, and out-of-pocket expenses; and - $1,500,000. Under the Merger Agreement, in the event the Merger Agreement is terminated by Merger Sub or the Company under clauses D or G of "TERMINATION" above, on the date receipt of such termination, the Company will pay Saw Mill by wire transfer of immediately available funds a payment in the amount (such amount, the "Termination Fee") equal to $6.7 million minus the amount of Saw Mill Reimbursable Expenses, if any, paid by the Company on or prior to the date of such termination. If the Merger Agreement is terminated under clauses B, C or F and a potential Third Party Transaction has been publicly disclosed prior to such termination, then if within nine months after such termination a Third Party Transaction is consummated, on the date of consummation of such Third Party Transaction, the Company will pay the Termination Fee to Saw Mill by wire transfer of immediately available fundspayment.

Appears in 1 contract

Samples: Merger Agreement (Healthcore Medical Solutions Inc)

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Expenses and Other Payments. (a) Except as otherwise provided herein and set forth in this Section 7.3, (i) if the Merger AgreementMergers are not consummated, all fees costs and expenses incurred in connection with the MergerMergers, this Agreement, the Merger Agreement other Transaction Documents and any other the transactions contemplated hereby and thereby will shall be paid by the party Party incurring or required to incur such fees expenses and expenses(ii) if the Mergers are consummated, except that the Company will pay then all expenses relating to the printing, filing Vowel Transaction Expenses and mailing of the Proxy Statement and all other related regulatory filing fees. Under the Merger Agreement, in the event the Merger Agreement is terminated under clauses A or B under "Termination" above and certain conditions described in "Conditions to the Obligations of Merger Sub" have not been satisfied, or under clauses D, F or G in "THE MERGER AGREEMENT -- TERMINATION" above, on the date of such termination, the Company will pay Saw Mill by wire transfer of immediately available funds an amount (such amount, the "Saw Mill Reimbursable Expenses") in cash equal to the lesser of: - the total amount of the costs, fees and expenses of counsel, accountants, financial advisors and other experts and advisors as well as fees and expenses incident to the negotiation, preparation and execution of the Merger Agreement and the attempted financing and completion of the transactions contemplated by the Merger Agreement, including investment banking and commitment fees, the related documentation and the shareholders' meeting and consents ("Costs"), including without limitation, the legal fees of the providers of the Commitment Letters, and out-of-pocket expenses; and - $1,500,000. Under the Merger Agreement, in the event the Merger Agreement is terminated under clause E in the "TERMINATION" above, Saw Mill, Parent or Merger Sub will pay the Company by wire transfer of immediately available funds an amount (such amount, the "Company Reimbursable Expenses") in cash equal to the lesser of: - the aggregate amount of Costs Consonant Transaction Expenses incurred in connection with pursuing the Mergers, this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby (including without limitation the premiums and commissions for the D&O Tail Insurance), other than the Vowel Expense Reimbursement Amount deposited with the Exchange Agent in accordance with Section 2.3, shall be paid in full by Vowel (but only to the Merger Agreement, and out-of-pocket expenses; and - $1,500,000. Under the Merger Agreement, in the event the Merger Agreement is terminated by Merger Sub or the Company under clauses D or G extent of "TERMINATION" above, on the date of such termination, the Company will pay Saw Mill by wire transfer of immediately available funds a payment in the amount (such amount, the "Termination Fee") equal to $6.7 million minus the amount of Saw Mill Reimbursable ExpensesVowel Excess Cash, if any, paid by the Company on or prior ) and Holdco (to the date extent such Vowel Transaction Expenses and Consonant Transaction Expenses are in excess of such termination. If the Merger Agreement is terminated under clauses B, C or F and a potential Third Party Transaction has been publicly disclosed prior to such termination, then if within nine months after such termination a Third Party Transaction is consummated, Vowel Excess Cash) on the date of consummation of Closing Date to the appropriate vendors or other parties to whom such Third Party Transaction, the Company will pay the Termination Fee to Saw Mill expenses are owed by wire transfer of immediately available funds.; provided, however, all fees paid (x) in respect of any HSR Act or other regulatory filing and (y) to ghSmart & Company, Inc., shall be borne equally by Vowel and Consonant prior to the Effective Time. For the avoidance of doubt and notwithstanding anything to the contrary herein (express or implied), in no event shall the Available Vowel Cash for Cash Election, Available Cash for Tax Refund Consideration or any other amounts to be paid to Vowel Stockholders hereunder (whether before or after Closing) or to be applied to the Vowel Closing Liabilities be reduced by the amount of any Vowel Transaction Expenses (except with respect to any amount in excess of the D&O Maximum Amount) or Consonant Transaction Expenses, but, if Vowel Excess Cash is greater than zero, Vowel shall contribute to the Closing Date payment of Vowel Transaction Expenses an amount in cash equal to the lesser of (x) Vowel Excess Cash, and (y)

Appears in 1 contract

Samples: Merger Agreement (Voyager Learning CO)

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