Joint Expenses definition
Joint Expenses for purposes of this Section 17. Unless otherwise agreed, any Joint Expenses will be for the ratable account of the Locked-Up Holders in accordance with the percentage of the Preferred Shares beneficially owned by them as of the date of the designation of such expenses as Joint Expenses (disregarding, for this purpose, any shares held by another Locked-Up Holder that may be deemed to be beneficially owned solely by virtue of the Locked-Up Holders being deemed a “group” within the meaning of Rule 13d-5(b) under the Exchange Act). Amounts incurred by a Locked-Up Holder with respect to Joint Expenses in excess of its ratable share will be reimbursed by the other Locked-Up Holders on demand upon presentation of appropriate supporting documentation. Other than Joint Expenses, each Locked-Up Holder shall bear its own costs and expenses in connection with this Agreement and its investment in Emmis.
Joint Expenses means the costs and expenses of the professional advisers appointed pursuant to Clause 8 and other third parties engaged by or on behalf of Bidco and any other costs or expenses of Bidco incurred in connection with the Proposed Transaction;
Joint Expenses has the meaning set forth in Section 9.4(b).
Examples of Joint Expenses in a sentence
Each Investor acknowledges that the indirect equity holders of Topco (including the Affiliated funds of each Investor) are expected to enter into Definitive Agreements or other agreement providing for the pro rata allocation of Joint Expenses and the pro rata sharing of any termination fees or other amounts received by Topco or its Affiliates from the Company.
All Joint Expenses which are not borne by Topco’s direct or indirect equity holders will be borne fifty percent (50%) by each Investor.
Each Investor will be responsible for all of its own fees and expenses, other than Joint Expenses, incurred in connection with evaluating, pursuing, negotiating and consummating the Transaction.
More Definitions of Joint Expenses
Joint Expenses has the meaning given in Clause 6.3.1;
Joint Expenses has the meaning given in the Bid Conduct Agreement; “Mediclinic Shares” means ordinary shares in the issued share capital of Mediclinic;
Joint Expenses means all costs, expenses and liabilities accruing or resulting from Joint Operations.
Joint Expenses means expenses incurred in the winding up of an insolvent partnership or in the winding up of the business of an insolvent partnership and the administration of its property;
Joint Expenses being joint fees and expenses incurred in respect of the Consortium, the funding of which shall be in accordance with Clauses 6.4.1 and 6.4.2 below; or
Joint Expenses has the meaning set out in Schedule 4.1;
Joint Expenses means, as of any applicable date of determination, the sum of (i) the fees and expenses incurred by an Investor or Topco or one or more of their Affiliates in connection with the Transaction for the benefit of Topco or the Investors generally (as distinct from an Investor individually), in each case, as are approved by the Investors in advance; (f) “Non-Recourse Parties” means with respect to an Investor, such Investor’s direct or indirect former, current and future holders of any equity, controlling Persons, Affiliates, Representatives, members, managers, general or limited partners, stockholders, directors, officers, employees, attorneys, agents, heirs, executors, administrators, trustees, representatives, successors and assignees of such Investor or Representatives of any of the foregoing; (g) “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization (whether or not a legal entity), including a government or political subdivision or an agency or instrumentality thereof; (h) “Proxy Statement” means a proxy statement (preliminary or definitive), transaction statement on Schedule 13E-3 and any other document required to be filed with the SEC in connection with the Transaction and the approval thereof by the Company’s shareholders (together with any amendments or supplements thereto); (i) “Representatives” means, with respect to a Person, the directors, officers, partners, employees, Affiliates, advisors, agents, consultants, attorneys, accountants, investment bankers or other representatives of such Person or its Affiliates; (j) “SEC” means the U.S. Securities and Exchange Commission and any successor thereto; and (k) “Signing Date” means the date on which Topco or one or more of its subsidiaries enters into a definitive agreement with the Company to consummate the Transaction.