Third Party Expenses. (a) Whether or not the Merger are consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders shall be responsible for all Third Party Expenses, which will be payable at the Closing pursuant to a dollar-for-dollar adjustment to the Merger Consideration otherwise payable hereunder. For purposes of this Agreement, “
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Elastic N.V.)
Third Party Expenses. (a) Whether or not the Merger Mergers are consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders shall be responsible for all Third Party Expenses, which will be payable at the Closing pursuant to a dollar-for-dollar adjustment to the Merger Estimated Cash Consideration otherwise payable hereunder. For purposes of this Agreement, “
Appears in 1 contract
Samples: Agreement and Plan of Merger and Plan of Reorganization (Pacific Biosciences of California, Inc.)
Third Party Expenses. (a) Whether or not the Merger are is consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders shall be responsible for all Third Party Expenses, which will be payable at the Closing pursuant to a dollar-for-dollar adjustment to the Merger Total Closing Consideration otherwise payable hereunder. For purposes of this Agreement, “
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.)
Third Party Expenses. (a) Whether or not the Merger are consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Stockholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Stockholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders shall be responsible for all Third Party Expenses, which will be payable at the Closing pursuant to a dollar-for-dollar adjustment to the Merger Cash Consideration otherwise payable hereunder. For purposes of this Agreement, “this
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sarcos Technology & Robotics Corp)
