Company Merger Costs definition

Company Merger Costs mean the total amounts of all fees, costs and expenses (including any attorney’s, accountant’s, financial advisor’s or finder’s fees) incurred by or for the benefit of the Company on or prior to the Closing in connection with (a) any due diligence conducted by the Company with respect to the Merger, (b) the negotiation, preparation and review of this Agreement (including the Company Disclosure Schedule) and all Related Agreements and opinions delivered or to be delivered in connection with the transactions contemplated by this Agreement, (c) the preparation and submission of any filing or notice required to be made or given in connection with any of the transactions contemplated by this Agreement, (d) the obtaining of any Consent required to be obtained in connection with any transactions contemplated hereby, and (e) otherwise in connection with the Merger and the transactions contemplated hereby.
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Company Merger Costs has the meaning set forth in Section 3.11 of this Agreement.
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Company Merger Costs means the aggregate of all accounting (which shall not include regular audit fees), legal, printing, filing, financial advisory (including finders’ or investment banking fees), commitments by the Company to employees of the Company in the form of stay bonuses, severance, phantom stock or deemed participation in proceeds from the transactions contemplated hereby and other fees and expenses of the Company and Taxes (as hereinafter defined) of the Company, in each case incurred or anticipated to be incurred in connection with the transactions contemplated hereby, all estimated and agreed to by the parties two business days prior to the Effective Time.
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Examples of Company Merger Costs in a sentence

  • A certificate, a draft of which was provided to Buyer at least two Business Days prior to the Closing Date, signed by an officer of the Company reasonably acceptable to Buyer, certifying, representing and warranting to the amount of Company Merger Costs as of the opening of business on the Closing Date, along with such supporting documentation and payoff letters as are reasonably requested by Buyer (the “Company Merger Costs Certificate”).

  • Notwithstanding any provision herein to the contrary, the parties agree that during the Pre-Closing Period, the Company may, in its discretion, make payments in satisfaction of all or a portion of the Company Indebtedness including, without limitation, outstanding debt under the Chase Line and the JPMorgan Note or the Company Merger Costs.

  • For purposes of calculating Net Worth and the Closing Balance Sheet, Company Merger Costs will be excluded from the calculation of Net Worth and not listed as a liability on the Closing Balance Sheet.

  • Notwithstanding the foregoing, at Closing, Parent shall pay, on behalf of the Company, the Bonus Payments, the Closing Company Merger Costs and amounts outstanding under the JPMorgan Note.

  • An amount equal to the Company Merger Costs will be paid by Acquisition Corp.

  • A certificate, a draft of which was provided to Buyer at least two Business Days prior to the Closing Date, signed by an officer of the Company reasonably acceptable to Buyer, certifying, representing and warranting to the amount of Company Merger Costs as of the opening of business on the Closing Date, along with such supporting documentation and payoff letters as are reasonably requested by Buyer (the “Compan y Merger Costs Certificate ”).

  • Schedule 2.8(a) – Company Accounting Policies* Schedule 2.8(b) – Sample Working Capital Schedule* Schedule 3.28(b) – Company Merger Costs* Schedule 5.2(b) – Permitted Pre-Closing Period Actions* Schedule 6.2 – Regulatory Filings* Schedule 7.6(k) – Liens* Schedule 10.2(a)(iv) – Special Indemnification Matters* * Omitted.


More Definitions of Company Merger Costs

Company Merger Costs means the total amounts of all fees, costs and expenses (including any attorney’s, accountant’s, financial advisor’s or finder’s fees or expenses (including the Leerink Xxxxx Fees or any indemnification amounts payable under Leerink Xxxxx'x engagement letter) or other tax or professional advisory or consulting fees or expenses) or liabilities incurred by the Company on or prior to the Closing in connection with (a) any internal due diligence conducted by the Company with respect to the Merger, (b) the auction and sale of the Company, (c) the negotiation, preparation and review of this Agreement (including the Company Disclosure Schedule) and all Related Agreements and legal opinions delivered or to be delivered in connection with the transactions contemplated by this Agreement, (d) the preparation and submission of any filing or notice required to be made or given in connection with any of the transactions contemplated by this Agreement, (e) the obtaining of any Consent required to be obtained in connection with any transactions contemplated hereby, (f) any costs and expenses related to the appointment of the Securityholders’ Representative, (g) the “tail” directors’ and officers’ liability insurance policy purchased under Section 6.6(c), (h) any payments due and payable by the Company under the [**] Patent Termination Agreements, (i) Company Stockholders’ portion of fees payable to a Neutral Auditor under Section 2.9(e), and (j) otherwise in connection with the Merger and the transactions contemplated hereby, in each case to the extent not included in Change of Control Expenses, Current Liabilities or Parent FICA Taxes.
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Company Merger Costs means the aggregate of all reasonable accounting (which shall not include regular audit fees), legal, printing, filing, financial advisory (including finders’ or investment banking fees) and other fees and expenses of the ESOT, the Company (including, without limitation, any such customary fees and expenses incurred on
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Company Merger Costs means the aggregate of all accounting (which shall not include regular audit fees), legal, printing, filing, financial advisory (including finders' or investment banking fees), costs of preparing, filing and distributing the Proxy Statement (as hereinafter defined) and conducting the Company Special Meeting (as hereinafter defined) and other fees and expenses of the Company and Taxes (as hereinafter defined) of the Company, in each case incurred or anticipated to be incurred in connection with the transactions contemplated hereby. Such Company Merger Costs shall only include those costs incurred by the Company directly, or to the extent they involve the printing and mailing of materials to shareholders on behalf of both the Company and Fiserv, a prorata share of such costs as the Parties shall agree at Closing.
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Company Merger Costs mean the total amounts of all fees, costs and expenses (including any attorney’s, accountant’s, financial advisor’s or finder’s fees) incurred by or for the benefit of the Company on or prior to the Closing in connection with (a) any due diligence conducted by the Company with respect to the Merger, (b) the negotiation, preparation and review of this Agreement (including the Company Disclosure Schedule) and all Related Agreements and opinions delivered or to be delivered in connection with the transactions contemplated by this Agreement, (c) the preparation and submission of any filing or notice required to be made or given in connection with any of the transactions contemplated by this Agreement, (d) the obtaining of any Consent required to be obtained in connection with any transactions contemplated hereby, (e) any financial advice to the Company, including any fairness opinion, and (f) otherwise in connection with the Merger and the transactions contemplated hereby. Notwithstanding the foregoing, the cost of [...***...] shall be included in the Company Merger Costs only to the extent it exceeds [...***...].
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Related to Company Merger Costs

  • Company Merger has the meaning specified in the Recitals hereto.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Base Merger Consideration means $1,200,000,000.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • First Merger has the meaning set forth in the Recitals.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Second Merger has the meaning set forth in the Recitals.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Merger Sub Board means the board of directors of Merger Sub.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Effective Time has the meaning set forth in Section 2.2.

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Public Company Costs means, as to any Person, costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act and the Exchange Act or any other comparable body of laws, rules or regulations, as companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to enhanced accounting functions and investor relations, stockholder meetings and reports to stockholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, listing fees and other transaction costs, in each case to the extent arising solely by virtue of the listing of such Person’s equity securities on a national securities exchange or issuance of public debt securities.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).