Merger Costs definition

Merger Costs means all fees, costs and expenses, stamp, registration and other Taxes incurred or assumed and required to be paid by the Borrower or any other Group Member in connection with the Merger or the Transaction Documents.
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Merger Costs means all fees, costs and expenses, stamp, registration and other Taxes incurred or assumed and required to be paid by the Borrower or any other Group Member in connection with the Acquisition or the Transaction Documents.
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Merger Costs means costs incurred to finance, analyze and consummate the Merger, including but not limited to debt service, attorneys’ fees, investment bankers’ fees, travel expenses and due diligence expenses.
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Examples of Merger Costs in a sentence

  • Documents To Be Prepared By USAs Prior To Filing Condemnation Actions 6.

  • Terminated Merger Costs On January 31, 2001 the proposed agreement and plan of merger (the "Merger Agreement") between the Company and Medallion Financial Corp.

  • Besicorp shall pay all of the fees and expenses incurred by the Company in connection with, relating to or arising out of the negotiation, preparation, execution, delivery and performance of the Plan of Merger, and the effectuation of the transactions contemplated thereby, including, without limitation, financial advisors', attorneys', accountants' and other professional fees and expenses (the "Merger Costs") prior to the Effective Time.

  • The table below provides a breakdown of the total merger costs, including the Aquarion Merger Costs.

  • Summary of Accrued Merger Costs and Expenses In connection with the consummation of business combinations, management often develops formal plans to exit certain activities, involuntarily terminate employees, and relocate employees of the acquired companies.

  • As part of the Merger the NSW Government provided Armidale Regional Council with $15mill made up of $5mill for Merger Costs, 1 Mill for Community Grants, $9mill for Stronger Community Development.

  • Except as may arise under the Transaction Documents and for Merger Costs or as expressly contemplated by the Structure Memorandum, before the Closing Date none of the Borrower, the Borrower Shareholder, the Holdco Pledgors, the Onshore ESOP SPV, the Offshore Rollover SPV, Holdco, the Parent or the Company has traded or incurred any liabilities or commitments (actual or contingent, present or future) other than as permitted by Clause 23.9 (Holding Companies).

  • For additional information, see "--Restructuring, Merger Costs and Debt Realignment" and Note H--"Merger, Restructuring and Other Non-recurring Items" in Notes to Consolidated Financial Statements.

  • Merger Costs In connection with the VOX merger, accounted for as a pooling of interest, $1.9 million of merger costs were incurred and were charged to expense for 1995.

  • They are:• Merger Costs - $400,000• Public Health Inspector Practicum Program - $10,000• Needle Exchange Program - $19,100• Three Vaccine Refrigerators - $30,000• HVAC Replacement - $149,000✓ One-time 100% provincial funding for the Provincial Temporary Pandemic Pay Initiative, was also noted in the agreement.


More Definitions of Merger Costs

Merger Costs has the meaning set forth in Section 2(f)(i)(E) below.
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Merger Costs means collectively, the Merger Consideration, the Debt Prepayment and the Transaction Expenses.
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Merger Costs means all fees, costs (including any hedging costs) and expenses, stamp, registration and other Taxes incurred by the Company or any other Group Company in connection with the Merger or the Transaction Documents.
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Merger Costs means all brokers’ commissions, fees, costs and expenses, stamp, registration and other Taxes specifically contemplated under this Agreement and legal fees incurred by the Borrower or any other member of the Group in each case in connection with the Merger or the Transaction Documents.
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Merger Costs means all legal, professional, consulting and accounting fees and expenses of the Bank associated with the Merger through the Effective Time, including amounts paid or to be paid to Sandler & X’Xxxxx and any cost to obtain any opinion as to the financial fairness of the Merger. Excluded from Merger Costs are costs to terminate any and all agreements, any payments or obligations of the Bank resulting from a change in control and any other payment or obligation of such nature, and any fees in excess of one half of the cast for obtaining the tail coverage provided for in Section 6.7(b) hereof; provided that the Bank’s maximum expense for such coverage that shall be deemed Merger Costs shall not exceed $56,000. To the Knowledge of the Bank, Section 1.4(a) of the Bank Disclosure Schedule sets forth all of the Bank’s Merger Costs.
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Merger Costs has the meaning set forth in the definition of EBITDA.
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Related to Merger Costs

  • Parent Expenses means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including trademarks, service marks, trade names, trade dress, domain names, social media identifiers and accounts, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data, databases and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

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

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

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

  • Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.

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

  • Labor costs means total compensation of all employees, not to include compensation paid

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

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

  • 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.

  • Financing Costs Adjustment Date means each of the following days:

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

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

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

  • Company Reimbursable Costs means the actual costs and expenses incurred by Company and/or its Affiliates in connection with performance of the Company Work or otherwise incurred by Company and/or its Affiliates in connection with this Agreement, and including, without limitation, any such costs that may have been incurred by Company and/or its Affiliates in connection with the Company Work or this Agreement prior to the Effective Date. These Company Reimbursable Costs shall include, without limitation, the actual expenses for labor (including, without limitation, internal labor), services, materials, subcontracts, equipment or other expenses incurred in the execution of the Company Work, all applicable overhead, overtime costs, all federal, state and local taxes incurred (including, without limitation, all taxes arising from amounts paid to Company that are deemed to be contributions in aid of construction), all costs of outside experts, consultants, counsel and contractors, all other third-party fees and costs, and all costs of obtaining any required permits, rights, consents, releases, approvals, or authorizations acquired by or on behalf of Company, including, without limitation, the Required Approvals.

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

  • Costs and fees means all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees and attorney's fees. Upon the request of a party, the arbitrators' award shall include findings of fact and conclusion of law. The arbitrators shall provide copies of such award to the parties. Any award may be entered by the prevailing party in any court of competent jurisdiction.

  • Organizational Expenses has the meaning set forth in Section 4.2(b).

  • Transfer Taxes has the meaning set forth in Section 6.05.

  • Litigation Costs means all reasonable costs, charges, expenses, including attorneys', accountants' and expert witnesses' fees, and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), obtaining or attempting to obtain a settlement, being a witness in, or participating in or preparing to defend, be a witness in, or participate in, any Proceeding and any appeal therefrom and the cost of appeal, attachment and similar bonds.

  • Operational Expenses means expenses of the clerk of court used to maintain the clerk's office and includes, but is not limited to, (i) computer support, maintenance, enhancements, upgrades, and replacements and office automation and information technology equipment, including software and conversion services; (ii) preserving, maintaining, and enhancing court records, including, but not limited to, the costs of repairs, maintenance, consulting services, service contracts, redaction of social security numbers from certain records, and system replacements or upgrades; and (iii) improving public access to records maintained by the clerk, including locating technology in an offsite facility for such purposes or for implementation of a disaster recovery plan.

  • Overhead costs means the actual costs incurred or the estimated costs to be

  • Company Expenses has the meaning set forth in Section 11.3(a)(v).

  • Development Expenses means, with respect to SAIL Developments as well as HOME Developments when the HOME Development is also at least partially financed with a MMRB Loan (as defined in rule Chapter 67-21, F.A.C.), usual and customary operating and financial costs, such as the compliance monitoring fee, the financial monitoring fee, replacement reserves, the servicing fee and the debt service reserves. As it relates to SAIL Developments as well as HOME Developments when the HOME Development is also at least partially financed with a MMRB Loan (as defined in rule Chapter 67-21, F.A.C.) and to the application of Development Cash Flow described in subsections 67-48.010(5) and (6), F.A.C., as it relates to SAIL Developments or in paragraph 67-48.020(3)(b), F.A.C., as it relates to HOME Developments, the term includes only those expenses disclosed in the operating pro forma on an annual basis included in the final credit underwriting report, as approved by the Board, and maximum of 20 percent Developer Fee per year.

  • Patent Expenses means the fees and expenses of outside counsel and payments to Third Parties incurred after the Effective Date in connection with the preparation, filing, prosecution and maintenance of the Licensed Patents, the Joint Collaboration Patents, and the Shire Patents covering Compound and Collaboration Products, including the costs of patent interference and opposition proceedings, net of any reimbursement of such expenses by Third Parties.