Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Restated Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses incurred solely for printing, filing and mailing the Registration Statement and the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement (for the avoidance of doubt, not including related attorneys' and accountants' fees and Expenses) and any fees required to be paid under the HSR Act.
Appears in 2 contracts
Samples: Stockholder Agreement (Messagemedia Inc), Agreement and Plan of Merger (Doubleclick Inc)
Termination Fee; Expenses. (a) Except as otherwise set forth in Section 1.01 or in this Section 9.05, all Expenses incurred in connection with this Restated Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses incurred solely for printing, filing printing and mailing the Registration Statement and the Joint Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement (for the avoidance of doubt, not including related attorneys' and accountants' fees and Expenses) Statement/Prospectus and any fees required to be paid under the HSR Act, if applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mayan Networks Corp/Ca), Agreement and Plan of Merger (Ariel Corp)
Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Restated Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses (other than attorneys' and accountants' fees and expenses) incurred solely for printing, filing and mailing the Registration Statement and the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement (for the avoidance of doubt, not including related attorneys' and accountants' fees and Expenses) and any fees required to be paid under the HSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seat Pagine Gialle Spa), Agreement and Plan of Merger (Netcreations Inc)
Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Restated Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses (other than attorney's and accountant's fees and expenses) incurred solely for printing, filing (with the SEC) and mailing the Registration Statement and the Joint Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Joint Proxy Statement (for the avoidance of doubt, not including related attorneys' and accountants' fees and Expenses) and any fees required to be paid under the HSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Opticare Health Systems Inc), Agreement and Plan of Merger and Reorganization (Vision Twenty One Inc)
Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Restated Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses incurred solely for printing, filing and mailing the Registration Statement and the Joint Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Joint Proxy Statement (for the avoidance of doubt, not including related attorneys' and accountants' fees and Expenses) and any fees required to be paid under the HSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Multex Com Inc), Agreement and Plan of Merger and Reorganization (Multex Com Inc)
Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Restated Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses incurred solely for printing, filing and mailing the Registration Statement and the Joint Proxy Statement and all other SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement (for the avoidance of doubt, not including related attorneys' and accountants' fees and Expenses) and any fees required to be paid under the HSR Act.
Appears in 2 contracts
Samples: Merger Agreement (Ness Technologies Inc), Merger Agreement (Sapiens International Corp N V)
Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Restated Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses incurred solely for printing, filing and mailing the Registration Statement and the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement (for the avoidance of doubt, not including related attorneys' and accountants' fees and Expenses) and any fees required to be paid under the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (At Plan Inc)
Termination Fee; Expenses. (a) Except as set forth in this Section 9.059.5, all Expenses incurred in connection with this Restated Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half (1/2) of all Expenses incurred solely for printing, filing and mailing the Registration Statement and the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement (for the avoidance of doubt, not including related attorneys' and accountants' fees and Expenses) and any fees required to be paid under the HSR Act.
Appears in 1 contract
