Company Merger Expenses means (A) all third party professional advisory fees and expenses incurred by the Company in connection with the Merger and this Agreement and the Company Ancillary Agreements and the transactions contemplated hereby and thereby (including any fees and expenses of legal counsel, accountants and Tax advisors, fees and expenses payable to financial and Tax advisors, investment bankers and brokers of the Company, and any such fees and expenses incurred by the Company Securityholders or Company employees, paid for or to be paid for by the Company) and (B) the cost of the Company D&O Tail Policy (as defined in Section 6.5(b)).
Company Merger Expenses means, without duplication, (A) all third party professional advisory fees and expenses incurred by the Company in connection with the Merger and this Agreement and the Company Ancillary Agreements and the transactions contemplated hereby and thereby (including any fees and expenses of legal counsel, accountants and Tax advisors, the maximum amount of fees and expenses payable to financial and Tax advisors, investment bankers and brokers of the Company notwithstanding any contingencies for earnouts, escrows, etc., and any such fees and expenses incurred by the Company Securityholders or Company employees, paid for or to be paid for by the Company), (B) the cost of the Company D&O Tail Policy (as defined in Section 6.5(b)), (C) the fees and expenses of the Representative payable at Closing (excluding the Expense Cash), (D) “single trigger” severance, bonuses, compensatory payments (including the payout of accrued paid time off that is in excess of Parent policies) or other similar payments owed to Company employees or other service providers of the Company triggered in-whole or in-part as a result of the consummation of the transactions contemplated hereby and which remain unpaid as of the Closing (excluding any such severance payable consistent with Company policy to employees who are not offered continued employment by Parent), (E) fifty percent (50%) of any Transfer Taxes, and (F) Transaction Payroll Taxes. For the avoidance of doubt, the fees and expenses of the Payments Administrator and Escrow Agent are not Company Merger Expenses hereunder and are the sole responsibility of the Parent.
Company Merger Expenses means all (i) brokerage or similar fees, (ii) legal and accounting fees and disbursements, (iii) advisory, consulting and severance fees and expenses, (iv) printing and Securities and Exchange Commission ("SEC") filing fees and expenses, (v) Transfer Taxes (as such term is defined in Section 5.10) regardless of whether such Transfer Taxes are the obligation of the Company and its Subsidiary or the obligation of Parent and its Subsidiaries but excluding any such Transfer Taxes that are the obligation of any shareholder (other than the Parent and its affiliates) solely in their capacity as a shareholder, (vi) all GAAP Liabilities (including all accounts payable and accrued expenses, and any roll-back property taxes actually assessed and, to the extent applicable, excluding the 2005 Dividend and the Special Dividend), and (vii) other unpaid fees and expenses incurred or accrued by the Company and its Subsidiary, which in each case have not been paid on or prior to the Business Day immediately prior to the Closing Date.
Examples of Company Merger Expenses in a sentence
Acquirer shall cause such Company Closing Debt and such Company Merger Expenses to be discharged in full upon the Closing.
Other than to the extent included in Company Merger Expenses and deducted from the Merger Consideration, all obligations with respect to Transfer Taxes from and after the Effective Time, shall be obligations of the Surviving Corporation or Parent as the case may be, and shall not be deducted or withheld from any amounts payable to the holders of Company Common Stock.
Except as set forth in Sections 7.2(b) and 7.2(c) or to the extent included in Company Merger Expenses, whether or not the Merger is consummated, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
On or prior to the Closing, the Company shall deliver to Acquirer a final invoice in form and substance reasonably satisfactory to Acquirer from each Person listed in S chedule 5.2 with respect to the Company Merger Expenses to be paid to such Person.
Each Party hereto shall bear the costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby, including fees and disbursements of investment bankers, brokers, dealers, finders, other financial advisors, attorneys and accountants (collectively “Merger Expenses”); provided, however, that if the Merger is consummated, all unpaid Company Merger Expenses shall be paid at the Closing.
More Definitions of Company Merger Expenses
Company Merger Expenses means all out-of-pocket costs and expenses incurred by the Company in connection with the Merger and this Agreement and the transactions contemplated hereby (including any fees and expenses of legal counsel, financial advisors, investment bankers and accountants).
Company Merger Expenses means all third party fees and expenses incurred by the Company in connection with the Merger, this Agreement and the transactions contemplated hereby, whether or not billed or accrued (including any fees and expenses of legal counsel and accountants, and the maximum amount of fees and expenses payable to financial advisors, investment bankers and brokers of the Company).
Company Merger Expenses means the aggregate amount of severance payments, transition payments, legal and other advisor fees and any other fees, costs or expenses incurred by the Company or any of its Subsidiaries in connection with the Merger Agreement and the Merger, whether or not paid on or prior to the Closing Date or the date of determination.
Company Merger Expenses means (a) all third party fees and expenses incurred by the Company in connection with the Merger and this Agreement and the Company Ancillary Agreements and the transactions contemplated hereby and thereby and that have not been paid prior to the Closing (including any fees and expenses of legal counsel and accountants, the maximum amount of fees and expenses payable to financial advisors, investment bankers and brokers of the Company, and any such fees and expenses incurred by the Company Securityholders or Company employees, paid for or to be paid for by the Company), (b) any bonus payments or separation payments to employees of the Company in connection with the consummation of the Merger, including the payments set forth in Schedule 2 attached hereto, and the employer portion of any payroll taxes attributable thereto (the “Transaction Bonuses”) and (c) the employer portion of any payroll taxes attributable to the Closing Option Cash-Out Amount paid to Company Optionholders at the Closing (but excluding, for the avoidance of
Company Merger Expenses shall include any fees that are payable or may become payable by the Company to third parties in connection with the Merger for services that were performed by such third parties related to the Merger at or prior to the Closing that remain unpaid at the Closing (even if the invoice for such fees is not issued until after the Closing).
Company Merger Expenses means all third party fees and expenses incurred by the Company in connection with the Merger and this Agreement and the transactions contemplated hereby whether or not billed or accrued (including any fees and expenses of legal counsel and accountants, the maximum amount of fees and expenses payable to financial advisors, investment bankers and brokers of the Company notwithstanding any contingencies for earnouts, escrows, etc., any such fees and expenses incurred by Company securityholders or Company employees, paid for or to be paid for by the Company, and the cost of the Company D&O Tail Policy).
Company Merger Expenses means (a) all third party fees and expenses incurred by the Company in connection with the Merger and this Agreement and the Company Ancillary Agreements and the transactions contemplated hereby and thereby and that have not been paid prior to the Closing (including any fees and expenses of legal counsel and accountants, the maximum amount of fees and expenses payable to financial advisors, investment bankers and brokers of the Company, and any such fees and expenses incurred by the Company Securityholders or Company employees, paid for or to be paid for by the Company), (b) any bonus payments or separation payments to employees of the Company in connection with the consummation of the Merger, including the payments set forth in S chedule 2 attached hereto, and the employer portion of any payroll taxes attributable thereto (the “Transaction Bonuses”) and (c) the employer portion of any payroll taxes attributable to the Closing Option Cash-Out Amount paid to Company Optionholders at the Closing (but excluding, for the avoidance of 5 doubt, any payroll taxes attributable to any other amounts paid to the Company Optionholders following the Closing pursuant to Section 2.1(b) (3)). Without limiting the generality of the foregoing, “Company Merger Expenses” shall include any fees that are payable or may become payable by the Company to third parties in connection with the Merger for services that were performed by such third parties related to the Merger at or prior to the Closing that remain unpaid at the Closing (even if the invoice for such fees is not issued until after the Closing).