Merger Expenses Sample Clauses
The Merger Expenses clause defines how costs and expenses related to the merger process are allocated between the parties involved. Typically, it specifies whether each party is responsible for its own legal, accounting, and advisory fees, or if certain expenses will be shared or reimbursed. This clause ensures clarity and prevents disputes by establishing upfront who bears the financial burden of the transaction, thereby facilitating smoother negotiations and execution of the merger.
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Merger Expenses. Expenses (exclusive of printing, mailing, transfer agent, proxy solicitation and other expenses related to the Mutual meeting of shareholders to consider and vote upon this Agreement) incurred by Mutual in connection with this Agreement and the Merger (including without limitation the entire amount of fees payable to ▇▇▇▇ ▇▇▇▇▇▇ for the Mutual Fairness Opinion and its financial consulting services and fees payable to Mutual’s accountants and attorneys) shall not exceed an aggregate of $275,000.
Merger Expenses. The Fund agrees to reimburse the Purchaser and its Affiliates for all reasonable out-of-pocket fees and expenses incurred by the Purchaser in connection with the Purchaser’s consent to the Merger, including the Purchasers’ reasonable outside counsel fees and expenses incurred in connection therewith.
Merger Expenses. Neither the Company nor any affiliate of the Company is obligated for the payment of any fees or expenses of any investment banker, broker, finder or similar party in connection with the origin, negotiation or execution of this Agreement or in connection with the Merger or any other transaction contemplated by this Agreement other than as set forth on Schedule 3.18 to the Company Disclosure Schedule. The legal and accounting advisors, and any other persons, to whom the Company currently expects to owe fees and expenses that will constitute Company Merger Expenses are set forth on Schedule 3.18.
Merger Expenses. Immediately prior to the Closing, PHI shall have no accounts payable with respect to the period between the date hereof and the Closing (other than in the ordinary course of business).
Merger Expenses. Employee shall be entitled to reimbursement of all reasonable legal and accounting fees and expenses incurred in connection with the negotiation, execution and delivery of the Transaction Documents and the transactions contemplated by each.
Merger Expenses. No Person other than ▇▇▇▇▇▇▇▇ Capital, Inc. is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Endwave or any of its Subsidiaries. The legal and accounting advisors, and any other persons, to whom Endwave currently expects to owe fees and expenses that will constitute Merger Expenses are set forth on Section 3.17 of the Endwave Disclosure Schedule, and other than the Merger Expenses that will be due to the entities set forth on Section 3.17 of the Endwave Disclosure Schedule, there are no Merger Expenses.
Merger Expenses. Lakota shall pay the legal, accounting and any other expenses reasonably incurred in connection with this transaction not to exceed $5,000. Each party shall bear its own expenses if the transaction is not consummated.
Merger Expenses. Nasus Mass. shall pay all of the legal, accounting and any other expenses reasonably incurred in connection with this Agreement and the transactions contemplated hereby. Nasus Nevada agrees to provide an itemized list of all expenses incurred in connection with the Merger Agreement and the transactions contemplated hereby.
Merger Expenses. Immediately prior to the Closing, Sharewell shall have no accounts payable with respect to the period between the date hereof and the Closing (other than in the ordinary course of business).
Merger Expenses. The Company shall provide Parent with (a) a statement showing detail of all unpaid Merger Expenses, together with (b) all relevant supporting documentation, including final invoices, for such expenses and any additional information reasonably requested by Parent and (c) written payment instructions for each of the Merger Expenses, not less than three (3) Business Days prior to the Closing Date in form reasonably satisfactory to Parent and certified as true and correct as of the Closing Date by the Company’s Chief Executive Officer (the “Statement of Expenses”).