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).
Merger Expenses has the meaning set forth in Section 11.2 hereof.
Merger Expenses means (i) all investment banking fees and disbursements (including, without limitation, finders fees), legal fees and disbursements, and accounting fees and disbursements, in each case incurred by Target in connection with the negotiation, execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated by this Agreement and the Ancillary Documents (as defined below), plus (ii) the lesser of (A) $200,000 and (B) one-half of the following: all debt assumption and prepayment fees, printing expenses, filing fees, property and other taxes payable in jurisdictions in which Target is, or is required to be, qualified to do business, property transfer taxes, any other fees and expenses paid to obtain any required consents and approvals, and any fees and expenses required to obtain the Target D & O Liability Insurance Tail (as defined below), in each case incurred in connection with the negotiation, execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated by this Agreement and the Ancillary Documents.
Examples of Merger Expenses in a sentence
Any payments with respect to such tail coverage that are not made by the Company prior to or concurrent with the Closing, shall be deemed Merger Expenses.
Any Merger Expenses accrued as of the date hereof, and all Merger Expenses estimated in good faith by the Company as of the date hereof to be payable as of the Closing Date, are set forth in Section 3.26 of the Disclosure Schedule.
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.
Non Cash Items and Merger Expenses" shall mean depreciation, merger expenses, gains/losses on asset sales, and impairment charges; provided that these items and expenses shall allow for adjustment to exclude events pursuant to changes in GAAP and certain non-cash items at the discretion of MFA’s independent directors.
Included in such Merger Expenses are the fees and expenses of each Party's financial or other consultants, investment bankers, accountants, and legal counsel.
More Definitions of Merger Expenses
Merger Expenses means all out-of-pocket costs and expenses incurred or payable by Endwave 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).
Merger Expenses means expenses for the costs of certain deposits, commitment fees, rate lock fees, due diligence costs (including travel expenses incurred in connection therewith) and various other expenses incurred by the Company (including amounts reimbursed by the Company to the Members pursuant to Section 5.3) in connection with entering into the Merger Agreement and the consummation of the Merger Transactions, which Merger Expenses shall include, but not be limited to, (i) litigation costs relating to the Merger Transactions, (ii) the Chase Financing Expenses, (iii) the Colonial Financing Expenses, and (iv) the Ravinia and ACP Financing Expenses.
Merger Expenses means (i) the aggregate amount to satisfy and discharge all Company Indebtedness including, without limitation, the Amadeus/Terra Loans; (ii) the Stay Pay Bonuses; (iii) all payments to Michael Thomas pursuant to xxx xxxxx xx the Separation Agreement and Release of Claims, effective as of October 1, 2004, by and between the Company and Michael Thomas; (iv) the xxxxx xxxxxxxted with any directors and officers insurance policy of the Company; and (v) all of the costs and expenses incurred by the Company in connection with this Agreement and the Related Documents and the Transactions, including, without limitation, all costs and expenses related to the cancellation or termination of Options, and the fees, costs and expenses of Libra Securities and any other broker or finder employed, authorized or retained by any of the Company, the Shareholders or their respective Representatives (including, but not limited, to Allen & Company Incorporatxx).
Merger Expenses means up to $2,400,000 in out-of-pocket and non-payable management fee expenses related to the Merger.
Merger Expenses means all out-of-pocket costs and expenses incurred by the Company directly related to the Merger and this Agreement and the transactions contemplated hereby, (including any fees and expenses of legal counsel, financial advisors, investment bankers and accountants and including, without limitation, any Banker Merger Expenses). Any unpaid Merger Expenses that have not been set forth on the Closing Merger Expense Certificate are collectively referred to as "INDEMNIFIABLE MERGER EXPENSES" and shall constitute "Damages" for purposes of ARTICLE 12 without regard to the Basket (as defined in Section 12.3(b)).
Merger Expenses means the expenses arising from the Merger described --------------- on Schedule 5.10 of the Company Disclosure Schedules.
Merger Expenses means the legal, accounting, environmental, title search and other out-of-pocket expenses incurred by the Company or on behalf of the Shareholders in connection with the Merger and the other transactions contemplated by this Agreement including, without limitation, the Bonus Payments; the fees and expenses paid or payable to Saloxxx Xxxxx Xxxnxx xxx its services; the fees and expenses of attorneys, accountants and other persons engaged by the Representative after the Effective Date; and any other fees, expenses and costs which are incurred by or at the direction of the Representative in the performance of the activities pursuant to Section 9.3 hereof.