Common use of Expenses and Termination Fees Clause in Contracts

Expenses and Termination Fees. (a) Subject to subsections (b), (c), (d) and (e) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the Proxy Materials and the Registration Statement, registration and filing fees incurred in connection with the Registration Statement, the Proxy Materials and the listing of additional shares pursuant to Section 6.1(f) and fees, costs and expenses associated with compliance with applicable state securities laws in connection with the Merger shall be shared equally by Company and Parent.

Appears in 6 contracts

Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)

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Expenses and Termination Fees. (a) Subject to subsections (b), (c), (d) and (ed) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the Proxy Materials and the Registration StatementStatements, registration and filing fees incurred in connection with the Registration StatementStatements, the Proxy Materials and the listing of additional shares pursuant to Section 6.1(f) and fees, costs and expenses associated with compliance with applicable state securities laws in connection with the Merger shall be shared equally by Company and Parent.with

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Cardiometrics Inc), Agreement and Plan of Reorganization (Endosonics Corp)

Expenses and Termination Fees. (a) Subject to subsections (b), (c), (d) and (ed) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, including the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the Proxy Materials and the Registration Statement, registration registration, and filing fees incurred in connection with the Registration Statement, the Proxy Materials and the listing of additional shares pursuant to Section 6.1(f) ), and fees, costs and expenses associated with compliance with applicable state Blue Sky securities laws in connection with the Merger and HSR filing fees shall be shared equally by Company and Parent.

Appears in 3 contracts

Samples: Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Integrated Measurement Systems Inc /Or/), Shareholder Agreement (Credence Systems Corp)

Expenses and Termination Fees. (a) Subject to subsections (b), (c), (d) and (e) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the Proxy Materials proxy materials and the Registration Statement, registration and filing fees incurred in connection with the Registration Statement, the Proxy Materials proxy materials and the listing of additional shares pursuant to Section 6.1(f5.12 (Listing of Additional Shares) and fees, costs and expenses associated with compliance with applicable state securities laws in connection with the Merger shall be shared equally by Company Target and ParentAcquiror.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Amerilink Corp), Agreement and Plan of Reorganization (Tandy Corp /De/)

Expenses and Termination Fees. (a) Subject to subsections (b), (c), (d) and (ed) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the Proxy Materials and the Registration Statement, registration and filing fees incurred in connection with the Registration Statement, the Proxy Materials and the listing of additional shares pursuant to Section 6.1(f6.1(g) and fees, costs qualification and expenses filing fees associated with compliance efforts to comply with applicable state securities laws in connection with the Merger shall be shared equally by Company and Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Saflink Corp), Agreement and Plan of Merger and Reorganization (SSP Solutions Inc)

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Expenses and Termination Fees. (a) Subject to subsections (b), (c), (d) and (ec) of this Section 7.38.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the Proxy Materials and the Registration Statement, registration and filing fees incurred in connection with the Registration Statement, the Proxy Materials and the listing of additional shares pursuant to Section 6.1(f7.1(f) and fees, costs and expenses associated with compliance with the HSR Act and applicable state securities laws in connection with the Merger shall be shared equally by Company and Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Saflink Corp)

Expenses and Termination Fees. (a) Subject to subsections (bSections 7.3(b), (c7.3(c), (d7.3(d) and (e) of this Section 7.37.3(e), whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense, except that expenses incurred in connection with printing the Proxy Materials and the Registration Statement, registration and filing fees incurred in connection with the Registration Statement, the Proxy Materials and the listing of additional shares pursuant to Section 6.1(f) and fees, costs and expenses associated with compliance with applicable state securities laws in connection with the Merger shall be shared equally by Company Target and ParentAcquiror.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

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