Merger Expenses definition

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 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).

Examples of Merger Expenses in a sentence

• Any Merger Expenses accrued as of the date hereof, and all Merger Expenses estimated in good faith by the Company as of the date hereof to be payable as of the Closing Date, are set forth in Section 3.26 of the Disclosure Schedule.

• The Parties agree that the amount of the Gripper Co-Investors Merger Expenses will in no event exceed €35,000.

• In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then such charges or fees shall be included in Merger Expenses of the Company and shall be the responsibility of the Company, and the Company shall take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent no later than five (5) Business Days prior to the Closing.

• Merger Expenses: The Company's policy is to defer expenses incurred in connection with a pooling-of-interests transaction until the transaction is effective or terminated.

• For purposes of the foregoing definition, any fees and expenses of counsel to the Company unpaid as of the date of the Closing Balance Sheet, to the extent not reflected thereon, or incurred thereafter will be deemed to be Merger Expenses and deducted from the Merger Consideration.

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 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).

Merger Expenses means all out-of-pocket costs and expenses incurred by the Company directly related to the Merger and this Agreement and the transactions contemplated hereby, (including any fees and expenses of legal counsel, financial advisors, investment bankers and accountants and including, without limitation, any Banker Merger Expenses). Any unpaid Merger Expenses that have not been set forth on the Closing Merger Expense Certificate are collectively referred to as "INDEMNIFIABLE MERGER EXPENSES" and shall constitute "Damages" for purposes of ARTICLE 12 without regard to the Basket (as defined in Section 12.3(b)).

Merger Expenses means the expenses arising from the Merger described --------------- on Schedule 5.10 of the Company Disclosure Schedules.

Merger Expenses means up to $2,400,000 in out-of-pocket and non-payable management fee expenses related to the Merger.

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 and accountants). Any Merger Expenses paid or payable by Acquiror (whether paid or incurred) and not deducted in the calculations of Total Cash Consideration and Total Equity Consideration are collectively referred to as “Indemnifiable Merger Expenses” and shall constitute “Damages” for purposes of ARTICLE 12 without regard to the Basket.

Merger Expenses means any fees and expenses of legal counsel, financial advisors, investment bankers and accountants as set forth on Section 3.17 of the NSC Disclosure Schedule, which shall not exceed in the aggregate $450,000.