Third Party Expenses definition

Third Party Expenses has the meaning ascribed to it in Section 5.5.
Third Party Expenses has the meaning set forth in Section 6.5.
Third Party Expenses means all legal, accounting, financial advisory, investment banking, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby;

Examples of Third Party Expenses in a sentence

  • For clarity, despite the date changes set forth herein, Section 4.1(d) shall remain unchanged and Incyte shall continue to bear any and all FTE Costs and Third Party Expenses incurred by MacroGenics following the Effective Date directly related to the Ongoing Clinical Study in accordance with the Study Transition Plan, other than any costs specifically related and allocable to any MacroGenics Combination Regimen.


More Definitions of Third Party Expenses

Third Party Expenses means, without duplication, all fees and expenses incurred by or on behalf of the Company or any Subsidiary in connection with this Agreement, the Merger and the other transactions contemplated hereby, including (i) all legal, accounting, financial advisory, consulting, finders and all other fees and expenses of third parties incurred by the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement, all other agreements, instruments and other documents referenced herein or contemplated hereby, the Merger and the other transactions contemplated hereby, (ii) any bonus, severance, change-in-control payments or similar payment obligations (including payments with “single-trigger” provisions triggered at and as of the consummation of the Transactions ) of the Company or any Subsidiary that become due or payable in connection with the consummation of the Transactions, to the extent not waived, (iii) any payments to third parties under any Contract of the Company or any Subsidiary triggered by the Transactions, or any payment or consideration arising under or in relation to obtaining any consents, waivers or approvals of any third party under any Contract of the Company or any Subsidiary required to be obtained in connection with the Transactions in order for any such Contract to remain in full force and effect following the Closing or resulting from early termination of any such Contract, (v) the cost of premiums for the directors’ and officersliability insurance obtained pursuant to Section 5.9(b) and (vi) all Transaction Payroll Taxes, but shall exclude any fees and expenses paid or payable to the Company’s accountants in connection with the preparation of the IPO Financial Statements.
Third Party Expenses shall have the meaning set forth in Section 7.2.
Third Party Expenses shall have the meaning set forth in Section 9.3(c).
Third Party Expenses means all unpaid third party fees, costs and expenses incurred by or on behalf of the Company, and for which the Company is liable as of the Closing, that are payable in connection with this Agreement and the Transactions along with any other sale process conducted by the Company and Xxxxxxxx Xxxxx, including (a) all legal, accounting, financial advisory, banking, consulting and virtual data room provider fees and all other fees and expenses of third parties incurred by a party, including its board of directors or Stockholder to the extent that the Company or any Company Subsidiary is liable as of the Closing for such fees, (b) any single trigger bonus, severance, change-in-control payments or similar payment obligations of the Company that become due or payable in connection with the consummation of the Transactions, (c) any expenses to be paid pursuant to Section 4.4 and (d) any fees and expenses to be paid to the Paying Agent. Notwithstanding the foregoing, for the avoidance of doubt, any severance obligation to any employee of the Company or a Company Subsidiary or the termination of any group severance plan or policy of the Company or any of its Subsidiaries which arises as a result of a termination of such employee by Parent or a decision by Parent not to continue such employee in the employment of the Company or the Company Subsidiary shall be the responsibility of Parent and shall not be deemed to be a Third Party Expense. For the avoidance of doubt, the Contingent Bonus Pool is a Third Party Expense but will not be paid at Closing and instead will be paid in accordance with Section 1.11(c).
Third Party Expenses means all out-of-pocket costs, fees and expenses, including all legal, accounting, financial advisory, consulting and all other costs, fees and expenses of third parties (including Company Security Holders), incurred by the Company prior to the Effective Time in connection with the negotiation, consummation or effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, including: (a) any payments made or required to be made by the Company as a brokerage or finders’ fee, agentscommission or any similar charge, in connection with the transactions contemplated by this Agreement; (b) any bonus, severance, change-in-control payments, bonus in lieu of any previously promised but ungranted equity award, or similar payment obligations of the Company that become due and payable solely as a result of the consummation of the transactions contemplated by this Agreement; (c) any Liability of the Company under deferred compensation plans, phantom equity plans, severance or bonus plans, or similar arrangements made payable solely as a result of the transactions contemplated by this Agreement; (d) any payment obligations under the Option Release Agreements; (e) any accrued but unpaid vacation owed to Company employees; (f) any Transaction Payroll Taxes; (g) an amount equal to one-half of the premium cost for the R&W Policy, and (h) the cost of the D&O Tail Policy. Any amounts payable pursuant to the Offer Letters, the Retention Awards, any other Parent Arrangements or any Contracts or other arrangements entered into by Parent or any of its Affiliates, or by the Company prior to the Closing (at the express written direction of Parent) or following the Closing, will not constitute Third Party Expenses. “Total Consideration Value” shall mean (a) the Total Share Value plus (b) $200,000,000 plus (c) the aggregate amount of the exercise price of all Company Options, whether vested or unvested, outstanding immediately prior to the Effective Time (other than the exercise price of all Company Options that are unvested immediately prior to the Effective Time and held by a Person who is not a Continuing Employee), plus (d) the aggregate amount of the exercise price of the Company Warrant outstanding immediately prior to the Effective Time. “Total Merger Consideration” shall mean the total amount of cash payable and shares of Parent Class A Common Stock issuable (including upon the exercise of Converted Options) to Company Stockholders, Comp...