Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 27 contracts
Samples: Agreement and Plan of Merger (Avant Immunotherapeutics Inc), Agreement and Plan of Merger (Infodata Systems Inc), Agreement and Plan of Merger (Live Entertainment Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 22 contracts
Samples: Agreement and Plan of Merger (Analogic Corp), Agreement and Plan of Merger (American Science & Engineering, Inc.), Agreement and Plan of Merger (Palomar Medical Technologies Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Epizyme, Inc.), Agreement and Plan of Merger (Cynosure Inc), Agreement and Plan of Merger (Hologic Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.), Agreement and Plan of Merger (Red Lion Hotels CORP), Agreement and Plan of Merger (Continental Building Products, Inc.)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.39.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (DecisionPoint Systems, Inc.), Agreement and Plan of Merger (National Semiconductor Corp), Agreement and Plan of Merger (Texas Instruments Inc)
Fees and Expenses. (a) Except as set forth provided in paragraph (b) of this Section 7.35.06, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Olin Corp), Agreement and Plan of Merger (Conor Medsystems Inc), Agreement and Plan of Merger (Pioneer Companies Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.2, all fees fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, expenses whether or not the Merger is consummated.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Fees and Expenses. (a) Except as set forth provided in this Section 7.35.8, all fees and expenses incurred in connection with the Merger, this Agreement Agreement, and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Salomon Inc), Agreement and Plan of Merger (Cendant Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Home Federal Bancorp, Inc. Of Louisiana), Agreement and Plan of Merger (Home Bancorp, Inc.), Agreement and Plan of Merger (Retail Properties of America, Inc.)
Fees and Expenses. (a) Except as set forth in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Golf Trust of America Inc), Agreement and Plan of Merger (Pumatech Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.36.4, Section 6.6 and Section 8.2, all fees fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall will be paid by the party incurring such expenses, expenses whether or not the Merger is consummated.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Inhibrx, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Seagen Inc.)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.310.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the transactions contemplated hereby other Contemplated Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 7 contracts
Samples: Voting and Support Agreement (HMN Financial Inc), Agreement and Plan of Merger (Nicolet Bankshares Inc), Agreement and Plan of Merger (Alerus Financial Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.37.03, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, whether or not the Merger any Transaction is consummated.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Shelbourne Properties Ii Inc), Stock Purchase Agreement (Shelbourne Properties I Inc), Stock Purchase Agreement (Shelbourne Properties I Inc)
Fees and Expenses. (a) Except as expressly set forth in this Section 7.35.06, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (HashiCorp, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
Fees and Expenses. (a) Except as set forth provided in this Section 7.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the transactions contemplated hereby Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Liposcience Inc), Agreement and Plan of Merger (Autoinfo Inc), Support Agreement (Monogram Biosciences, Inc.)
Fees and Expenses. (a) Except as set forth provided in this Section 7.35.07 or Section 4.01(d), all fees and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (St Louis Riverboat Entertainment Inc), Agreement and Plan of Merger (Pinnacle Entertainment Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (PHH Corp), Agreement and Plan of Merger (Cendant Corp), Agreement (Avis Group Holdings Inc)
Fees and Expenses. (a) Except as set forth provided below in this Section 7.37.06, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Octel Communications Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 5.8 and Section 7.3, whether or not the Transactions are consummated, all fees and expenses incurred in connection with the Transactions and this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such fees or expenses, whether or not the Merger is consummated.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Piedmont Natural Gas Co Inc), Agreement and Plan of Merger (Duke Energy CORP), Agreement and Plan of Merger
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be borne and timely paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Knowles Corp), Agreement and Plan of Merger (Ingredion Inc)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.3Agreement, whether or not the Mergers are consummated, all fees and expenses incurred in connection with this Agreement and the other transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Watermark Lodging Trust, Inc.), Agreement and Plan of Merger (Ps Business Parks, Inc./Md), Agreement and Plan of Merger (QTS Realty Trust, Inc.)
Fees and Expenses. (a) Except as set forth provided in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement the Merger and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Harland John H Co)
Fees and Expenses. (a) Except as set forth in this Section 7.3Whether or not the Merger is consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses, whether or not the Merger is consummatedexcept as provided in Section 8.1(e).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (KCS Energy Inc), Agreement and Plan of Merger (Petrohawk Energy Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.3Whether or not the Merger is consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses, whether or not the Merger is consummatedexcept as provided in Sections 8.1(d) and 8.1(e).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Patina Oil & Gas Corp), Agreement and Plan of Merger (Mission Resources Corp), Agreement and Plan of Merger (Petrohawk Energy Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not if the Merger is not consummated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Barnes & Noble Inc), Agreement and Plan of Merger (Funco Inc), Agreement and Plan of Merger (Electronics Boutique Holdings Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, Section 5.2(c) and Section 5.7(b), all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Electro Scientific Industries Inc), Agreement and Plan of Merger (MKS Instruments Inc), Agreement and Plan of Merger (MKS Instruments Inc)
Fees and Expenses. (a) Except as set forth provided below in this Section 7.3, all fees and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (U S Digital Communications Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3Section, whether or not the Merger is consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether cost or not the Merger is consummatedexpense.
Appears in 4 contracts
Samples: Iii Agreement and Plan of Merger (Prima Energy Corp), Agreement and Plan of Merger (Prima Energy Corp), Agreement and Plan of Merger (Encana Corp)
Fees and Expenses. (a) Except as set forth provided otherwise provided in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is or any of the other transactions contemplated by this Agreement are consummated.
Appears in 4 contracts
Samples: And Restated Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.)
Fees and Expenses. (a) Except as set forth in this Section 7.37.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Liberty Technologies Inc), Agreement and Plan of Merger (Liberty Technologies Inc), Agreement and Plan of Merger (Crane Co /De/)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is such transactions are consummated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Community Bank System Inc), Agreement and Plan of Merger (Community Bank System Inc), Agreement and Plan of Merger (Peoples Bankcorp Inc)
Fees and Expenses. (a) Except Other than as set forth specifically provided in this Section 7.38.3 or otherwise agreed to in writing by the parties hereto, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fundtech LTD), Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vringo Inc), Agreement and Plan of Merger (Mortons Restaurant Group Inc), Agreement and Plan of Merger (Excelon Corp)
Fees and Expenses. (a) Except as set forth provided elsewhere in this Section 7.36.08, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is such transactions are consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cti Group Holdings Inc), Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Orthovita Inc)
Fees and Expenses. (a) Except as set forth provided below in this Section 7.37.06, all fees and expenses incurred in connection with this the Offer, the Merger, the Agreement and the transactions contemplated hereby by the Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Integrated Health Services Inc), Agreement and Plan of Merger (Peak Technologies Group Inc), Kirkwood Acquisition Corp
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.3, all fees and expenses Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Offer, the Merger or any other related transaction is consummated.. As used in this Agreement, "
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Steel Partners Ii Lp), Agreement and Plan of Merger (Steel Partners Ii Lp), Agreement and Plan of Merger (WHX Corp)
Fees and Expenses. (ai) Except as set forth otherwise provided in this Section 7.38.2(a), all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Southern California Bancorp \ CA), Agreement and Plan of Merger (BayCom Corp), Agreement and Plan of Reorganization and Merger (BayCom Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Score Acquisition Corp), Agreement and Plan of Merger (Talley Manufacturing & Technology Inc), Agreement and Plan of Merger (Talley Industries Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.37.3 or as contemplated by Section 2.2, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (SP Bancorp, Inc.)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3Section, all fees and expenses incurred in connection with this Agreement Agreement, the Merger, the Spin-Off and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paramount Gold Nevada Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.), Agreement and Plan of Merger (Paramount Gold & Silver Corp.)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees costs and expenses incurred in connection with this Agreement Agreement, the Offer, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is such transactions are consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Cybermedia Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.312, all fees and expenses incurred in connection with this Agreement, the Merger Agreement and the transactions contemplated thereby and hereby shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Majority Stockholder Voting Agreement (Epresence Inc), Majority Stockholder Voting Agreement (Infospace Inc), Majority Stockholder Voting Agreement (Switchboard Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.2 and, with respect to Termination Fees, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, expenses whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger (Msystems LTD), Agreement and Plan of Merger (Sandisk Corp), Agreement and Plan of Merger Agreement and Plan of Merger (M-Systems Flash Disk Pioneers LTD)
Fees and Expenses. (a) Except as set forth in this Section 7.310.4, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party or parties, as applicable, incurring such expenses, expenses whether or not the Offer and/or the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (3PAR Inc.), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Hewlett Packard Co)
Fees and Expenses. (a) Except as set forth in this Section 7.3Whether or not the Merger is consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses, whether or not the Merger is consummatedexcept as provided in this Article 8.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lilis Energy, Inc.), Agreement and Plan of Merger (Brushy Resources, Inc.), Agreement and Plan of Merger (American Eagle Energy Inc.)
Fees and Expenses. (a) Except as set forth provided below in this Section 7.37.7, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated, except that printing and mailing costs and expenses shall be paid by Parent or Sub.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ewok Acquisition Corp), Agreement and Plan of Merger (Endogen Inc), Agreement and Plan of Merger (Endogen Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, whether or not the Merger any Transaction is consummated.
Appears in 3 contracts
Samples: Investment Agreement (Stewart W P & Co LTD), Investment Agreement (Arrow Partners Lp), Stock Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, whether or not the Merger is Transactions are consummated.. (b)
Appears in 3 contracts
Samples: Agreement and Plan (Autodesk Inc), Agreement and Plan (Autodesk Inc), Agreement and Plan (Discreet Logic Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.3----------------- 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Regency Health Services Inc), Agreement and Plan of Merger (Sun Healthcare Group Inc), Agreement and Plan of Merger (Sun Healthcare Group Inc)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.310.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Astrazeneca PLC), Agreement and Plan of Merger (Medimmune Inc /De), Agreement and Plan of Merger (Accredited Home Lenders Holding Co)
Fees and Expenses. (a) Except as expressly set forth in this Section 7.35.06, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DemandTec, Inc.), Agreement and Plan of Merger (Filenet Corp), Agreement and Plan of Merger (Internet Security Systems Inc/Ga)
Fees and Expenses. (a) Except as set forth provided below ------------------ in this Section 7.37.05, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Conopco Acquisition Co Inc), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, (i) if the Merger is not consummated, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether ; or not (ii) if the Merger is consummated, then the Surviving Corporation shall pay all such fees and expenses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adesa Inc), Agreement and Plan of Merger (Adesa California, LLC)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, (i) all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether if the Merger is not consummated, or not (ii) if the Merger is consummated, then the Surviving Corporation shall pay all such fees and expenses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Canandaigua B V), Agreement and Plan of Merger (Ravenswood Winery Inc)
Fees and Expenses. (a) Except as set forth provided in this Section 7.38.03(b), whether or not the Offer or the Merger is consummated, all fees costs and expenses incurred in connection with the Offer, this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GKN North America Inc), Agreement and Plan of Merger (Interlake Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger, the Subsequent Merger and the transactions contemplated hereby other Transactions shall be borne and timely paid by the party incurring such fees or expenses, whether or not the Merger or the Subsequent Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HFF, Inc.), Agreement and Plan of Merger (Bats Global Markets, Inc.)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party Party incurring such fees or expenses, whether or not the Merger is Mergers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Parsley Energy, Inc.)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3Agreement, all fees and expenses incurred in connection with this Agreement Agreement, the Mergers and the other transactions contemplated hereby shall be paid by the party Party incurring such fees or expenses, whether or not the Merger is Mergers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Regency Centers Lp), Agreement and Plan of Merger (Urstadt Biddle Properties Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cornerstone BioPharma Holdings, Inc.), Agreement and Plan of Merger (Critical Therapeutics Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement Agreement, the Mergers and the other transactions contemplated hereby shall be paid by the party Party incurring such fees or expenses, whether or not the Merger is Mergers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Government Properties Income Trust), Agreement and Plan of Merger (First Potomac Realty Trust)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3(b), all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger Closing is consummated.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Harveys Casino Resorts), Stock Purchase Agreement (Harrahs Entertainment Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.35.7, all fees and expenses incurred in connection with the Merger, this Agreement and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Republic Group Inc), Agreement and Plan of Merger (Republic Group Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.37.03, all fees and expenses incurred in connection with this Agreement Agreement, the Offer, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Offer or Merger is are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Ignyta, Inc.)
Fees and Expenses. (a) Except as set forth in Section 8.2 and this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such expenses, fees and expenses whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Superior Financial Corp /Ar/), Agreement and Plan of Merger (Gold Banc Corp Inc)
Fees and Expenses. (a) Except as set forth provided in this Section 7.37.3 and Section 7.6, regardless of whether the Merger is consummated, all fees costs and expenses incurred by a party hereto in connection with this Agreement and the transactions contemplated hereby hereby, including, without limitation, the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such costs and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kysor Industrial Corp /Mi/), Agreement and Plan of Merger (Scotsman Industries Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement Agreement, the Shareholder Agreements, the Merger and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Idx Systems Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.37.9, all fees fees, costs and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees, costs or expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orchard Enterprises, Inc.), Agreement and Plan of Merger (Dimensional Associates, LLC)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.39.04, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Plan Excel Realty Trust Inc), Agreement and Plan of Merger (Centro Properties LTD)
Fees and Expenses. (a) Except as expressly set forth in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement Agreement, the Offer, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger (Viropharma Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement Agreement, the Mergers, the Asset Transfers and the other transactions contemplated hereby shall be paid by the party Party incurring such fees or expenses, whether or not the Merger is Mergers and the Asset Transfers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prologis, L.P.), Agreement and Plan of Merger (Industrial Property Trust Inc.)
Fees and Expenses. (a) Except as set forth in this Section 7.37.3 or elsewhere in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oce N V), Agreement and Plan of Merger (Imagistics International Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Connectiv Corp), Agreement and Plan of Merger (Connectiv Corp)
Fees and Expenses. (a) Except as set forth provided in this Section 7.3subsection (b) ----------------- below, whether or not the Merger is consummated, all fees 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, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Earth Technology Corp Usa), Agreement and Plan of Merger (Tyco International LTD)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger Transaction is consummated.
Appears in 2 contracts
Samples: Share Purchase Agreement (Tokai Pharmaceuticals Inc), Share Purchase Agreement (Tokai Pharmaceuticals Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, expenses whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Persistence Software Inc)
Fees and Expenses. (a) Except Other than as set forth specifically provided in this Section 7.38.3 or otherwise agreed to in writing by the Parties hereto, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall Transactions will be paid by the party Party incurring such costs or expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Transaction Agreement (Online Resources Corp), Transaction Agreement (Aci Worldwide, Inc.)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.39.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is Mergers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crescent Real Estate Equities Co), Agreement and Plan of Merger (GMH Communities Trust)
Fees and Expenses. (a) Except as set forth in this Section 7.38.2, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party party, incurring such expenses, expenses whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cascade Corp), Agreement and Plan of Merger (Cascade Corp)
Fees and Expenses. (a) Except as set forth in this clauses (b) and (c) below or Section 7.311.8, whether or not the Merger is consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be the exclusive obligation of, and shall be paid by by, the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Family Restaurants), Agreement and Plan of Merger (Koo Koo Roo Inc/De)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ssa Global Technologies, Inc), Agreement and Plan of Merger (E Piphany Inc)
Fees and Expenses. (a) Except as set forth provided below in this Section 7.37.08, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wyle Electronics), Agreement and Plan of Merger (Ebv Electronics Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in Section 5.7(b)(i) or this Section 7.3, all fees and expenses incurred in connection with this Agreement Agreement, the Mergers and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is Mergers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (InfraREIT, Inc.)
Fees and Expenses. (a) Except as set forth provided otherwise in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby hereby, including the Merger, shall be paid by the party incurring such fees or expenses, whether or not any of the Merger transactions contemplated hereby, including the Merger, is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zhongpin Inc.), Agreement and Plan of Merger (Zhongpin Inc.)
Fees and Expenses. (a) Except as set forth in Section 6.13 and this Section 7.38.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Superior Telecom Inc), Agreement and Plan of Merger (Superior Telecom Inc)
Fees and Expenses. (a) Except as set forth provided in this Section 7.38.03(b) and Section 8.03(c) below, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acnielsen Corp), Agreement and Plan of Merger (Vnu N V)
Fees and Expenses. (a) Except as set forth in Section 8.2, above, and this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such expenses, fees and expenses whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gold Banc Corp Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Fees and Expenses. (a) Except as set forth in this Section 7.39.3, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, whether or not the Merger is or any of the other Transactions are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SGX Pharmaceuticals, Inc.), Agreement and Plan of Merger (Energy Conversion Devices Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.03, all fees and expenses Expenses (as defined below) incurred in connection with this Agreement Agreement, the Offer and the transactions contemplated hereby Merger shall be paid by the party incurring such expenses, whether or not the Offer, the Merger or any other transaction is consummated.. "
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pure World Inc), Agreement and Plan of Merger (Naturex S.A.)
Fees and Expenses. (a7.3(a) Except as set forth in this Section 7.3, all All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Catalyst Semiconductor Inc), Agreement and Plan of Merger and Reorganization (On Semiconductor Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.37.3 and in Section 7.4, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Buffets Holdings, Inc.), Agreement and Plan of Merger (Ryans Restaurant Group Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3Agreement, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the transactions contemplated hereby other Contemplated Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated. Further, except as explicitly provided for in this Section 11.3, no payment made pursuant to this Section 11.3 shall preclude the party receiving such payment from asserting or enforcing any claim against the party making such payment, or any other Person, arising out of or relating in any way to this Agreement or the transactions contemplated herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Midland States Bancorp, Inc.), Agreement and Plan of Merger (Midland States Bancorp, Inc.)
Fees and Expenses. (a) Except as set forth in Section 6.6(c) or in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement Agreement, the Shareholder Agreement, the Merger and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Vital Signs Inc)
Fees and Expenses. (a) Except as set forth in Section 7.10 and this Section 7.39.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schein Pharmaceutical Inc), Agreement and Plan of Merger (Watson Pharmaceuticals Inc)
Fees and Expenses. (a) Except as set forth provided in this Section 7.38.02, all fees fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ifs Ab), Agreement and Plan of Merger (Effective Management Systems Inc)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.310.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (Cnet Networks Inc)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, expenses whether or not the Merger Acquisition is consummated.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Union Street Acquisition Corp.), Membership Interest Purchase Agreement (Union Street Acquisition Corp.)
Fees and Expenses. (a) Except as set forth in this Section 7.3, if the Transactions are terminated, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Contribution Agreement and Plan of Reorganization and Merger (Smarterkids Com Inc), Terms Agreement (Smarterkids Com Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SRAX, Inc.), Agreement and Plan of Merger (Boston Therapeutics, Inc.)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.39.3, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such expenses, cost or expense whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Airborne Inc /De/), Agreement and Plan of Merger (Diagnostic Products Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.39.3, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, cost or expense whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tca Cable Tv Inc), Agreement and Plan of Merger (Cox Communications Inc /De/)
