Expense Overrun definition

Expense Overrun means the excess of (a) the Expenses of PLICMI paid, incurred or accruing during the period from but excluding the Accounts Date to and including the Closing Date over (b) the product of (i) the number of months from but excluding the Accounts Date to and including the Closing Date, multiplied by (ii) $950,000 per calendar month during such period (as appropriately adjusted on a pro rata basis with respect to any fraction of a calendar month during such period).
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Expense Overrun means all costs, fees and expenses of the Company associated with this Agreement, the Merger and the transactions contemplated hereby and thereby (including the Aggregate Agreed Option Amount, the Aggregate Non-Agreed Employment Letter Amount, all items identified in Schedule 1.1 of the Company’s Disclosure Schedule, all legal, accounting, consulting, investment banking and change in control related costs, fees and expenses, any severance or other employment-related expenses payable to any employee of the Company and triggered by the Closing, and any transaction bonuses payable to any employee of the Company (whether or not deferred), but excluding any retention or similar payments in each case as Previously Disclosed as such) incurred, whether or not paid or accrued, by the Company or its Subsidiaries prior to or in connection with the Closing that exceed, in the aggregate, $12,000,000.
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Examples of Expense Overrun in a sentence

  • To the extent Takeda elects to reimburse MacroGenics for such portion of the MacroGenics Expense Overrun, such reimbursement shall be referred to (collectively) as “Takeda Reimbursement.” MacroGenics’ obligation to complete its activities set forth under the Pre-Option Development Plan shall be exclusive and independent of Takeda’s decision with respect to Takeda Reimbursement.

  • Takeda may, in its discretion, elect to reimburse all or none (or such other portion as may be agreed upon by the Parties) of the MacroGenics Expense Overrun.

  • In such a case, and provided that MacroGenics Expense Overrun [***] of the MacroGenics Pre-Option Out of Pocket Expenses budgeted on the Effective Date, as set forth in the Pre-Option Development Budget attached as Exhibit D, MacroGenics may, via the JSC, request that Takeda reimburse MacroGenics for the MacroGenics Expense Overrun.

  • Notwithstanding the foregoing, Takeda acknowledges that a MacroGenics Expense Overrun may occur even after MacroGenics exercises Commercially Reasonable Efforts to avoid such overrun.