Shareholder Expenses definition

Shareholder Expenses shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationships. The Practice shall reimburse the Professional Business Manager for any Shareholder Expense incurred by the Professional Business Manager. Unless expressly designated as a Management Fee, a Professional Business Manager Expense, an Office Expense, or a Practice Expense in this Agreement or in any exhibit hereto or in any written agreement of the Parties, any expense incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's Shareholders.

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Shareholder Expenses means the aggregate amount of fees, costs and expenses incurred by or on behalf of the Shareholder or the Company in connection with the negotiation, execution and performance of this Agreement and on behalf of the Shareholder in connection with the negotiation, preparation or execution of any Ancillary Agreement, including (i) any fees or expenses of the Shareholder or the Company associated with obtaining the necessary waivers, consents, approvals, releases and termination of any Liens of the Lenders, and (ii) any fees, costs and expenses of the Shareholder’s counsel, advisors, consultants, investment bankers, accountants, auditors and experts.

Shareholder Expenses means the U.S. dollar equivalent (calculated using the Currency Conversion Ratio at the time of the Closing) of all Expenses, including all obligations that were incurred (directly or indirectly) to pay for any such Expenses, that the Company is or may be liable for, it being understood that any fees, costs, and expenses incurred or for which the Company may be liable that would not otherwise be incurred by the Company but for the transactions contemplated by this Agreement shall be deemed to be “Shareholder Expenses”.

Examples of Shareholder Expenses in a sentence

Each of ILD, Intellicall, Triad and ▇▇▇▇▇▇ agree that except for the items described as "Shareholder Expenses" set forth on SCHEDULE "2.9", all expenses and fees incident to the organization of ILD and the transactions contemplated by this Agreement shall be paid for, or reimbursed by, ILD in the normal course of its business.
Similarly, all Dispensary Expenses, Office Expenses, Interest Expenses, Practice Expenses and Shareholder Expenses shall not include any expenses to the extent relating to the Unapproved Practice Locations.
Adjusted Net Revenue shall be calculated as the amount remaining after subtracting from Adjusted Gross Revenue (i) Dispensary Expenses, (ii) Office Expenses, (iii) Practice Expenses, and (iv) Shareholder Expenses up to an amount equal to One Hundred Thirty Nine Thousand Dollars ($139,000.00), multiplied in the case of years ending after December 31, 1998 by the Inflation Adjustment.
Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Agreement nor shall it have any effect on the Management Fee or Permitted Shareholder Expenses expressly agreed to herein, unless approved in advance in writing by the Parties hereto.
The Practice shall be financially liable for all Shareholder Expenses, and the Practice shall reimburse the Business Manager for any Shareholder Expense incurred by the Business Manager.
The amount of Shareholder Expenses set forth in the Expense Notice shall be deducted from the Aggregate Share Price as provided in Section 1.6(a) hereof as an offset against Shareholder Expenses paid or payable by the Company.
At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement, certified as to its accuracy by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth all Shareholder Expenses (the “Statement of Expenses”).
At the Closing, the Practice shall reimburse Vision 21 for all Office Expenses, Practice Expenses and Shareholder Expenses drawn on the Account, incurred subsequent to September 30, 1999 not previously reimbursed by the Practice (the "EXPENSE REIMBURSEMENT").
The Surviving Corporation shall be reimbursed from the Escrow Amount for any additional Shareholder Expenses not deducted from the Aggregate Share Price.
The Initial Balance Sheet shall reflect a liability for Shareholder Expenses (as defined below), shall include an accrual for the maximum amount of any and all fees and expenses payable, whether at Closing or at any time prior or subsequent thereto, to Robe▇▇ ▇.

More Definitions of Shareholder Expenses

Shareholder Expenses has the meaning set forth in Section 11.3 hereof.

Shareholder Expenses means the documented out-of-pocket fees and expenses of the Company (whether or not incurred prior to the date hereof) payable by the Company to outside legal counsel, to RMHA and to any outside accountants or actuaries, in each case arising out of, relating to or incidental to the discussion, evaluation, negotiation, documentation and closing or potential closing of the Merger and all transactions contemplated by this Agreement.

Shareholder Expenses as defined in Section 5.3(b). Shareholders: unless the context otherwise requires, shall mean the shareholders of the CMHC Shares immediately prior to the Effective Time.

Shareholder Expenses means any fees, costs or expenses paid by any Seller after December 31, 2001, in connection with legal, accounting, investment banking or any other services rendered in connection with the transactions contemplated by the Transaction Documents;