Proxy Expenses definition

Proxy Expenses means all fees and expenses relating to (a) the preparation of materials and related proxy solicitation for the Shareholder Approvals and (b) meetings with investment advisers, financial intermediaries or other third parties who vote or influence voting of proxies, including, in either case, (1) legal fees and expenses, (2) project management fees, mailing and tabulation fees, postage fees, solicitation fees and expenses and proxy/prospectus or proxy statement printing costs, (3) audit fees, and (4) fees in connection with blue sky changes.
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Proxy Expenses. As defined in Section 11.1.
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Examples of Proxy Expenses in a sentence

  • The Sub-Adviser is liable for such Proxy Expenses only to the extent such Proxy Expenses may not properly be borne by the Fund and its shareholders.

  • The Sub-Advisor shall remain responsible for any Liquidation Expenses and Proxy Expenses that arise in connection with any event that occurs prior to the termination of this Agreement until the earlier of the full and complete satisfaction of such obligations or 360 days.

  • With respect to the Sub-Adviser’s liability for the Excess Amount as discussed in Sections 1.1 and 1.3 and any Proxy Expenses or Liquidation Expenses as discussed in Section 1.6, the Adviser, Sub-Adviser, and AthenaInvest, Inc.

  • The Sub-Adviser shall remain responsible for any Liquidation Expenses and Proxy Expenses that arise in connection with any event that occurs prior to the termination of this Agreement until the earlier of the full and complete satisfaction of such obligations or 360 days.

  • In addition, Sub-Adviser shall receive details and reasonable estimates of all such expenses prior to their being incurred and the Adviser may not proceed with the implementation of any such Proxy Expenses unless legally required to do so.

  • In no event will the exercise of the Company’s right to seek specific performance or other equitable relief pursuant to this Section 13.22 reduce, restrict or otherwise limit the Company’s right to terminate this Agreement pursuant to Sections 10.01 and 10.02 and to be reimbursed by Parent for the Company Proxy Expenses.

  • For purposes of clarity, the Seller Proxy Expenses that Parent is obligated to pay or reimburse pursuant to this Section 6.04(c) (i) will not be treated as a current liability of the Company for purposes of calculating Net Working Capital Amount and (ii) the full amount of any such Seller Proxy Expenses paid by the Company prior to the Closing and not reimbursed by Parent shall be treated as a current asset of the Company for purposes of calculating the Net Working Capital Amount.

Related to Proxy Expenses

  • Company Expenses has the meaning set forth in Section 5.09 of the Holdings LLC Agreement.

  • O&M Expenses means expenses incurred by or on behalf of the Developer or by the Authority, as the case may be, for all O&M including (a) cost of salaries and other compensation to employees, (b) cost of materials, supplies, utilities and other services, (c) insurance premium, (d) all taxes, duties, cess and fees due and payable for O&M, (e) all repair, replacement, reconstruction, reinstatement, improvement and maintenance costs, (f) payments required to be made under the O&M Contract, or any other contract in connection with or incidental to O&M, and (g) all other expenditure required to be incurred under Applicable Laws, Applicable Permits or this Agreement.

  • Reimbursable Expenses means all assignment-related costs [such as travel, translation, report printing, secretarial expenses, subject to specified maximum limits in the Contract].

  • Liquidity Expenses means all Liquidity Obligations other than (i) the principal amount of any Drawings under the Liquidity Facilities and (ii) any interest accrued on any Liquidity Obligations.

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.