Merger Expenses definition

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.

• Acquirer shall cause such Company Closing Debt and such Company Merger Expenses to be discharged in full upon the Closing.

• The legal and accounting advisors, and any other persons, to whom the Company currently expects to owe fees and expenses that will constitute Merger Expenses are set forth on Section 3.17 of the Company Disclosure Schedule, and other than the Merger Expenses that will be due to the entities set forth on Section 3.17 of the Company Disclosure Schedule, there are no Merger Expenses.

• Target shall prepare and deliver to Acquiror at the Closing the Closing Adjustment Statement and a certificate setting forth all of the Merger Expenses.

• All amounts that represent proceeds from the Private Placement shall be applied in the following order of payment: first, to make the relevant Gold Facility Prepayments in the amount of US$600,000, as applicable, second, to pay Estimated Merger Expenses and the expenses of Battle Mountain associated with this Credit Facility on a pro rata basis and third, notwithstanding the provisions of the Intercreditor Agreements, to make the payments as required by section 2.2(3)(e) hereof.

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 has the meaning assigned for such term in Section 11.2(b). “Merger Sub” has the meaning set forth in the preamble. “Moelis” means Moelis & Company LLC. “Net Working Capital” means (i) Current Assets of the Company and its Subsidiaries on a consolidated basis, minus (ii) Current Liabilities of the Company and its

Merger Expenses has the meaning set forth in Exhibit F.

Merger Expenses is added to Section 1.01 of the Credit Agreement, immediately after the definition of "Material Plan", to read in full as follows:

Merger Expenses means (A) all of the fees and expenses of Day Xxxxxxxx Ltd., Brown, Gibbons, Lang and Company and those Persons listed on a disbursement authorization presented by Parent at Closing incurred in connection with the consummation of the transactions described in this Agreement, such amounts to be set forth in the invoices delivered to and approved by Parent at or before the Closing, (B) the amounts necessary to fully pay the indebtedness of the Edgetech Entities to PNC Bank National Association with respect to the loans listed on Schedule 5.16, less the amount of cash held by the Edgetech Entities as of the Closing Date (the “Edgetech Cash”), and (C) all bonuses paid or payable to employees of Edgetech in connection with the transactions described in this Agreement.

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 all 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). Any Merger Expenses paid or payable by Acquiror (whether paid or incurred) and not deducted in the calculations of Total Cash Consideration and Total Equity Consideration are collectively referred to as “Indemnifiable Merger Expenses” and shall constitute “Damages” for purposes of ARTICLE 12 without regard to the Basket.