Merger Fees definition

Merger Fees means all fees and expenses paid since May 1, 1999 or payable by or on behalf of the Company or any of the Company Subsidiaries to all attorneys, accountants, investment bankers, financial advisers and other experts and advisers incident to the possible sale of the Company, including the negotiation, preparation, execution and consummation of this Agreement and the transactions contemplated hereby.

Merger Fees has the meaning assigned to such term in Section 5.2.4.

Merger Fees means all fees and expenses paid or payable by or on behalf of the Company or any of its Subsidiaries to all attorneys, accountants, investment bankers, financial advisors, public relations consultants, proxy solicitation firms and other experts and advisors incident to the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby. When used in this Article III, references to "the knowledge of the Company" or similar phrases shall mean to the actual knowledge of the Chief Executive Officer, Chief Financial Officer, General Counsel or any Senior Vice President of the Company after reasonable inquiry.

Examples of Merger Fees in a sentence

• See "The Merger Transactions--Financing the Merger; Fees and Expenses." The Special Committee met several times between January 25th and 28th to discuss the negotiations, including AFC's response and additional information relating to the valuation of APY.

• Nonetheless, highly select patients who both undergo R0/R1 extensive surgery and complete a full course (6 cycles) of indicated chemotherapy (specifically those receiving the combination of pemetrexed with cisplatin, either in the neoadjuvant or adjuvant setting) can survive up to 21.0 to 24.8 months following initial diagnosis.

• The aggregate Merger Fees owed or which will be owing by the Company and its subsidiaries in connection with the Offer, the Merger and the transactions contemplated by this Agreement will not exceed the amount set forth in Section 4.22 of the Company Disclosure Schedule.

• The Company has heretofore delivered to Parent accurate and complete copies of all written agreements between the Company and any attorneys, accountants, investments bankers, financial advisors, public relations consultants, proxy solicitation firms and other experts and advisors entered into on or prior to the date of this Agreement pursuant to which any such person would be entitled to any payment of any Merger Fees.

• Schedule 2.23 dis- closes a bona fide estimate of the aggregate amount of all fees and expenses expected to be paid by Bancshares to all attorneys, accountants or investment bankers in connection with the Merger ("Merger Fees").

More Definitions of Merger Fees

Merger Fees means all fees and expenses paid or payable by or on behalf of the Company or any of its subsidiaries to all attorneys, accountants, investment bankers, financial advisors and other experts and advisors incident to negotiation, preparation, execution and consummation of this Agreement and the transactions contemplated hereby, and all amounts payable to any officer, director or significant employee of the Company or any of its subsidiaries whose Options are covered by Schedule 2.09 arising out of severance of employment following consummation of the transactions contemplated by this Agreement or otherwise attributable to the consummation of the transactions contemplated by this Agreement, exclusive of payments in respect of Options.

Merger Fees means all costs and expenses incurred by TCB or owed or paid by TCB to its investment advisors, legal counsel, accountants and printers in connection with the preparation, negotiation and execution of this Agreement and related documents and the consummation of the Merger.

Merger Fees means all fees and expenses paid or payable by or on behalf of the Company or any of its Subsidiaries to all accountants, investment bankers, financial advisors, public relations consultants, proxy solicitation firms and other experts and non-legal advisors incident to the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby. When used in this Article III, references to the “knowledge of the Company” shall mean to the actual knowledge of the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Vice President of Business Development, the senior officer in charge of human resources, or any other person who is a Senior Vice President of the Company, after reasonable inquiry. Parent and Merger Sub represent and warrant to the Company that:

Merger Fees means all fees and expenses paid or xxxxxxe xx xx on behalf of the Company or any of its Subsidiaries to all accountants, investment bankers, financial advisors, public relations consultants, proxy solicitation firms and other experts and non-legal advisors incident to the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby. When used in this Article III, references to the "knowledge of the Company" shall mean to the actual knowledge of the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Vice President of Business Development, the senior officer in charge of human resources, or any other person who is a Senior Vice President of the Company, after reasonable inquiry.

Merger Fees means all costs and expenses incurred by Astoria or owed or paid by Astoria to its investment advisors, legal counsel, accountants and printers in connection with the preparation, negotiation and execution of this Agreement and related documents and the consummation of the Merger.

Merger Fees means all costs and expenses incurred by MBHC or owed or paid by MBHC to its investment advisors, legal counsel, accountants and printers in connection with the preparation, negotiation and execution of this Agreement and related documents and the consummation of the Merger.

Merger Fees means all fees and expenses paid or payable by or on behalf of the Company or any of its subsidiaries to all investment bankers and financial advisors incident to the negotiation, preparation, execution and consummation of this Agreement and the transactions contemplated hereby. When used in this Article IV, references to "the Company's knowledge" or similar phrases shall mean to the actual knowledge of the officers and directors of the Company after reasonable investigation.