Merger Expenses means all out-of-pocket costs and expenses incurred by the Company in connection with the Merger and this Agreement and the transactions contemplated hereby (including any fees and expenses of legal counsel, financial advisors, investment bankers and accountants).
Merger Expenses has the meaning set forth in Section 11.2 hereof.
Merger Expenses means all out-of-pocket costs and expenses incurred or payable by Endwave in connection with the Merger and this Agreement and the transactions contemplated hereby (including any fees and expenses of legal counsel, financial advisors, investment bankers and accountants).
Examples of Merger Expenses in a sentence
Acquirer shall cause such Company Closing Debt and such Company Merger Expenses to be discharged in full upon the Closing.
Construction is scheduled to begin in the spring of 2020 and the housing will be ready for the fall 2021 quarter.
The legal and accounting advisors, and any other persons, to whom the Company currently expects to owe fees and expenses that will constitute Merger Expenses are set forth on Section 3.17 of the Company Disclosure Schedule, and other than the Merger Expenses that will be due to the entities set forth on Section 3.17 of the Company Disclosure Schedule, there are no Merger Expenses.
The legal and accounting advisors, and any other persons, to whom Endwave currently expects to owe fees and expenses that will constitute Merger Expenses are set forth on Section 3.17 of the Endwave Disclosure Schedule, and other than the Merger Expenses that will be due to the entities set forth on Section 3.17 of the Endwave Disclosure Schedule, there are no Merger Expenses.
Except as set forth in Sections 7.2(b) and 7.2(c) or to the extent included in Company Merger Expenses, whether or not the Merger is consummated, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
More Definitions of Merger Expenses
Merger Expenses means (i) all investment banking fees and disbursements (including, without limitation, finders fees), legal fees and disbursements, and accounting fees and disbursements, in each case incurred by Target in connection with the negotiation, execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated by this Agreement and the Ancillary Documents (as defined below), plus (ii) the lesser of (A) $200,000 and (B) one-half of the following: all debt assumption and prepayment fees, printing expenses, filing fees, property and other taxes payable in jurisdictions in which Target is, or is required to be, qualified to do business, property transfer taxes, any other fees and expenses paid to obtain any required consents and approvals, and any fees and expenses required to obtain the Target D & O Liability Insurance Tail (as defined below), in each case incurred in connection with the negotiation, execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated by this Agreement and the Ancillary Documents.
Merger Expenses means all out-of-pocket costs, fees and expenses of the Company, any employee of the Company or any Company Holder (including any fees and expenses of any of their respective agents, representatives, brokers, finders, legal counsel, financial advisors, investment bankers and accountants) incurred by or to be paid by the Company in connection with the Merger and this Agreement (and the related letter of intent) and the transactions contemplated by this Agreement and any negotiation, legal, travel and due diligence expenses, in each case referred to above, that remain unpaid as of the Closing. Any Merger Expenses that have not been set forth on the Consideration Certificate are collectively referred to as “Indemnifiable Merger Expenses.”
Merger Expenses shall include all out-of-pocket expenses and fees --------------- (including without limitation fees and expenses payable to all banks, investment banking firms and other financial institutions and their respective agents and counsel for arranging or providing financial advice with respect to the Merger and all reasonable fees and expenses of counsel, accountants, experts and consultants) actually incurred by Parent and Sub or the Company, as applicable, or on their behalf in connection with the consummation of all transactions contemplated by this Agreement, including the Merger. "Natural Gas Pipeline Transportation and Storage Contracts" shall mean --------------------------------------------------------- those Contracts identified as such in Section 2.20 of the Company Disclosure Schedule.
Merger Expenses means all costs and expenses incurred by the Company in connection with the Merger and this Agreement and the transactions contemplated hereby, including any fees and expenses of legal counsel, financial advisors, investment bankers (including Banker Merger Expenses) and accountants.
Merger Expenses means the legal, accounting, environmental, title search and other out-of-pocket expenses incurred by the Company or on behalf of the Shareholders in connection with the Merger and the other transactions contemplated by this Agreement including, without limitation, the Bonus Payments; the fees and expenses paid or payable to Saloxxx Xxxxx Xxxnxx xxx its services; the fees and expenses of attorneys, accountants and other persons engaged by the Representative after the Effective Date; and any other fees, expenses and costs which are incurred by or at the direction of the Representative in the performance of the activities pursuant to Section 9.3 hereof.
Merger Expenses means expenses for the costs of certain deposits, commitment fees, rate lock fees, due diligence costs (including travel expenses incurred in connection therewith) and various other expenses incurred by the Company (including amounts reimbursed by the Company to the Members pursuant to Section 5.3) in connection with entering into the Merger Agreement and the consummation of the Merger Transactions, which Merger Expenses shall include, but not be limited to, (i) litigation costs relating to the Merger Transactions, (ii) the Chase Financing Expenses, (iii) the Colonial Financing Expenses, and (iv) the Ravinia and ACP Financing Expenses.
Merger Expenses has the meaning assigned for such term in Section 11.2(b). “Merger Sub” has the meaning set forth in the preamble. “Moelis” means Moelis & Company LLC. “Net Working Capital” means (i) Current Assets of the Company and its Subsidiaries on a consolidated basis, minus (ii) Current Liabilities of the Company and its