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 any fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses) incurred or paid by the Company or any Restricted Subsidiary associated or in connection with the Merger.
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.
Return on Average Equity" shall mean twelve months GAAP net income plus (minus) certain Non Cash Items and Merger Expenses divided by average Tangible Net Worth, for the period ending November 30th.
Included in such Merger Expenses are the fees and expenses of each Party's financial or other consultants, investment bankers, accountants, and legal counsel.
The legal and accounting advisors, and any other persons, to whom Endwave currently expects to owe fees and expenses that will constitute Merger Expenses are set forth on Section 3.17 of the Endwave Disclosure Schedule, and other than the Merger Expenses that will be due to the entities set forth on Section 3.17 of the Endwave Disclosure Schedule, there are no 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 (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.
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 shall include all out-of-pocket expenses and fees (including without limitation fees and expenses payable to all banks, investment banking firms and other financial institutions and their respective agents and counsel for arranging or providing financial advice with respect to the Merger and all reasonable fees and expenses of counsel, accountants, experts and consultants) actually incurred by Parent and Sub or the Company, as applicable, or on their behalf in connection with the consummation of all transactions contemplated by this Agreement, including the Merger.
Merger Expenses means in each case, (a) any Liabilities, fees, costs, expenses of, payments made by, or obligations owed or due to be paid by, any Company related to or as a result of this Agreement, the Merger Documents or the Merger, and other related matters to the extent incurred, including, without limitation, any transaction bonus, retention, severance and change of control payments or obligations or any other compensatory payments made to any current or former employee or other service provider of any Company, and (b) solely to the extent not paid prior to the Closing, any legal, accounting, financial advisory and other third party advisory or consulting fees and other expenses incurred by any Company in connection with this Agreement, the Merger Documents or the Merger, and other related matters to the extent incurred.
Merger Expenses means all costs, fees and expenses incurred by CDM or the CDM Securityholders in connection with the Merger, this Agreement, the ancillary agreements and exhibits to this Agreement and the transactions contemplated by this Agreement, (including, without limitation, any fees and expenses of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇, and any other legal counsel, financial advisors, investment bankers and accountants). Any Merger Expenses not (A) separately paid by the CDM Securityholders prior to the Closing or (B) deducted in the calculation of the Initial Cash Consideration are collectively referred to as "INDEMNIFIABLE MERGER EXPENSES" and shall constitute Damages for purposes of Article 12 without regard to the Basket. Notwithstanding the foregoing, Merger Expenses shall not include the fees and expenses of ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇ relating to patent prosecution and licensing transactions services performed by such firm in the ordinary course of CDM's business consistent with past practices (including, without limitation, any fees and expenses related to the negotiation and drafting of the IP Option Agreement and any licenses or amendments to licenses with ULEHI or the University of Colorado) and unrelated to the transactions set forth in this Agreement, provided that such counsel provides documented and itemized bills for services to CDM prior to the Effective Time and CDM provides true and accurate copies thereof to OmniVision prior to the Effective Time.
Merger Expenses means (A) all of the fees and expenses of Day ▇▇▇▇▇▇▇▇ 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.