Compensation; Payment of Expenses. Members of the Commission shall serve with- out compensation as such. The Secretary is au- thorized to pay the expenses reasonably in- curred by the Commission in carrying out its re- sponsibilities under this subchapter upon pres- entation of vouchers signed by the Chairman. (Pub. L. 93–431, § 4, Oct. 1, 1974, 88 Stat. 1185.)
Compensation; Payment of Expenses. (a) The Company agrees to pay to CD&R, immediately upon the consummation of the Initial Closing, pursuant to the Stock Purchase Agreement, a fee of $6 million plus reasonable fees and expenses.
(b) The Company agrees to pay to CD&R, as compensation for the Services to be rendered by CD&R hereunder, a fee of $500,000 per year (the "Services Fee"), payable on the first day of the month in monthly installments of $83,333.33 in arrears commencing on April 1, 2000. The Services Fee may, in the sole discretion of a majority of the members of the Company's Board of Directors who are not Affiliates of CD&R, be increased but may not be decreased without the prior written consent of CD&R. The Company shall pay to CD&R all fees, perquisites and grants of stock options to which each employee of CD&R elected to serve on the Board of Directors of the Company (a "Designated Director") would be entitled as an outside director under the compensation policies of the Board as in effect from time to time; provided, that CD&R shall cause such Designated Director to waive any and all consulting fees to which such Designated Director would otherwise be entitled for any period for which the Services Fee or any installment thereof is paid and for which such Designated Director continues to be employed by CD&R.
(c) The Company agrees to reimburse CD&R for such reasonable travel and other out-of-pocket expenses ("Expenses") as may be incurred by CD&R and its employees, agents and advisors in the course or on account of rendering of the Services, including but not limited to any reasonable fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with the Services and any reasonable expenses incurred by any Designated Director in connection with the performance of his duties. CD&R may submit monthly expense statements, which shall be payable within thirty days.
Compensation; Payment of Expenses. (a) The Company hereby agrees to pay to the Broker-Dealer a fee (the "Sales Fee") in an amount equal to 8.0% of the principal amount of each Note sold by the Company during the Offering Period to a Purchaser who has executed a Subscription Agreement furnished to it by or on behalf of the Broker-Dealer or who has otherwise been identified to the Company by or on behalf of the Broker-Dealer (each, an "Identified Purchaser"). The Sales Fee with respect to any Note shall be payable to the Broker-Dealer within five (5) days after the date such Note is sold to an Identified Purchaser. Payment by the Company of the Sales Fee shall be made via wire transfer in same day funds to an account previously designated by the Broker-Dealer, or as otherwise agreed by the Broker-Dealer and the Company. For purposes of this Section 4(a), a "sale" shall be deemed to occur, initially, on the date that subscriptions for the minimum amount of the offering of the Notes set forth on the cover page of the Prospectus are released from escrow to the Company in accordance with the terms of the Escrow Agreement (the "Escrow Release Date") and, thereafter, on each date that the Company receives available funds from subscriptions for Notes. Notwithstanding the foregoing, the Broker-Dealer acknowledges that the Company has entered into agreements with broker-dealers other than the Broker-Dealer with respect to the payment by the Company of a Sales Fee in connection with the sale of the Notes by such broker-dealers and that the Company shall only be obligated to pay one Sales Fee to a single broker-dealer with respect to the sale of any Note.
Compensation; Payment of Expenses. (a) The Company agrees to pay to CD&R, as compensation for services rendered and to be rendered under this Agreement pursuant to Section 2 hereof by CD&R hereunder, a fee of $500,000 per year (the "Continuing Services Fee"), one quarter of which shall be payable quarterly in advance on the first day of each of January, April, July and October commencing on January 1, 2003. CD&R acknowledges that the Continuing Services Fee payable by the Company to CD&R for the quarterly period commencing January 1, 2003 has been paid by the Company in full. Such Continuing Services Fee may be increased with the approval of a majority of the members of the Company's Board of Directors who are not employees of Holding, the Company, CD&R or any affiliate of CD&R (the "Disinterested Directors") but may not be decreased without the prior written consent of CD&R. If any employee of CD&R shall be elected to serve on the Board of Directors of Holding or the Company or any of their affiliates (a "Designated Director"), in consideration of the Continuing Services Fee being paid to CD&R, CD&R shall cause such Designated Director to waive any and all fees to which such director would otherwise be entitled as a director for any period for which the Continuing Services Fee or any installment thereof is paid.
(b) If an employee of CD&R is appointed to an executive management position (or a position of comparable responsibility), whether in addition to or other than as a Designated Director, in the Company or Holding, then for the period of such employee's service in such position the Continuing Services Fee shall be increased by an amount to be determined by CD&R, such amount not to exceed 100% of the Continuing Services Fee in effect at such time.
(c) The Company agrees to pay to CD&R upon consummation of any Add-on Transaction, as compensation for Transaction Services rendered by CD&R hereunder with respect to such Add-on Transaction, a cash fee equal to 1.0% of the Transaction Value of such Add-on Transaction (the "Add-on Fee"). Payment by the Company of an Add-on Fee in excess of 1.0% of the Transaction Value of the Add-on Transaction shall require the approval of a majority of the Disinterested Directors, provided that an Add-on Fee shall not be payable in connection with the sale by way of merger or otherwise of all or substantially all of the outstanding shares of capital stock of Holding or the sale of all or substantially all of the assets of Holding and its subsidiaries. As us...
Compensation; Payment of Expenses. 1. In consideration for the services rendered herein, the Company agrees to pay to the Rights Agent such compensation as shall be agreed in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable out-of-pocket expenses and counsel fees and other reasonable disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder.
2. No provision of this Agreement shall require the Rights Agent to expend or risk the Rights Agent's own funds or otherwise incur any financial liability in the performance of any of the Rights Agent's duties hereunder or in the exercise of the Rights Agent's rights.
Compensation; Payment of Expenses. 5.1 In consideration of Xxxxxx'x services in acting as exclusive placement agent for the placement of the Shares, the Company hereby agree to pay to Xxxxxx a fee in an amount equal to four percent (4%) of the gross proceeds of the sale of the Shares, such fee to be payable on the Closing Date by wire transfer of immediately available funds to an account to be designated by Xxxxxx at least two (2) business days prior to the Closing Date.
5.2 Whether or not the transactions contemplated hereby and by the Purchase Agreements shall be consummated, the Company shall pay all costs and expenses in connection with (i) the preparation and reproduction of the Private Placement Memorandum, the SEC Documents (to the extent that full copies are not supplied directly by the Company), the certificates representing the Shares, (ii) the reproduction of the Purchase Agreements, (iii) the Company's performance of and compliance with all agreements and conditions contained herein and in the Purchase Agreements, (iv) the expenses of listing the Shares for trading on The NASDAQ Stock Market and (v) the fees, disbursements and expenses of the Company's legal counsel and accountants.
5.3 Whether or not the transactions contemplated hereby and by the Purchase Agreements shall be consummated, the Company shall pay on behalf of or reimburse Xxxxxx for all of the reasonable out-of-pocket expenses incurred by Xxxxxx not in the normal course of business in connection with the offering, including the reasonable fees, disbursements and expenses of Xxxxxx'x legal counsel, up to an aggregate amount, absent further prior approval, of $120,000. Such payment or reimbursement of such expenses shall be made by the Company on production of suitable documentation thereof by Xxxxxx.
5.4 Xxxxxx shall bear all of its own expenses in excess of Xxxxxx'x $120,000. Reimbursement of Xxxxxx'x expenses shall be made by the Company ten (10) days after demand is made therefor. If the Closing Date shall occur, the Company shall pay to Xxxxxx on the Closing Date the amount of one hundred and twenty thousand United States dollars ($120,000) less the aggregate amounts previously demanded and paid in partial
Compensation; Payment of Expenses. 1. In consideration for the services rendered herein, the Company shall compensate the Rights Agent in accordance with and pursuant to the written fee schedule separately agreed to by the Rights Agent and the Company, plus the Rights Agent's reasonable and necessary disbursements, charges, out-of-pocket expenses and counsel fees and expenses incurred in connection with the preparation and execution of this Agreement and the services rendered by the Rights Agent hereunder.
2. Except to the limited extent expressly set forth in Article IV, paragraph 3, no provision of this Agreement shall require the Rights Agent to expend or risk the Rights Agent's own funds or otherwise incur any financial liability in the performance of any of the Rights Agent's duties hereunder or in the exercise of the Rights Agent's rights.
Compensation; Payment of Expenses. (a) In consideration of the Placement Agent’s services hereunder, the Company agrees to pay to the Placement Agent a fee in an amount equal to four percent (4.00%) of the aggregate offering price of the Securities to investors other than the HBI Private Equity Fund I, L.P., or affiliated entities, and three percent (3.00%) for such a placement. Such fee shall be paid by the Company to the Placement Agent in immediately available funds on the Closing Date. The Company shall have no obligation to pay any fees with respect to any placement of Securities which is not completed. The Placement Agent shall be responsible for all fees payable to any Approved Agent.
(b) Whether or not the transaction contemplated hereby is consummated, the Company shall pay all costs, fees and expenses incurred by it in connection with such transactions, including, without limitation, (i) the fees and expenses of counsel to the Company and of the Company’s accountants and consultants, (ii) the expenses of preparing and reproducing the Securities, the Placement Memorandum and the Transaction Documents, (iii) the expenses, fees (including any “Blue Sky” fees) and taxes, if any, incident to the issuance of the Securities, and (iv) the expenses of the Company’s performance of and compliance with all agreements and conditions contained and incorporated herein.
(c) Other than the reasonable fees of counsel to the Placement Agent (not to exceed $5,000) and certain reasonable offering expenses (not to exceed $2,000), the Company shall not be obligated to pay the costs, fees and expenses incurred by the Placement Agent in connection with the transaction. The Company is obligated to pay the reasonable fees of counsel to the Placement Agent and the reasonable offering expenses whether or not the transaction contemplated hereby is consummated.
Compensation; Payment of Expenses. 1. In consideration for the services rendered herein, the Company agrees to pay to the Rights Agent such compensation as shall be agreed in writing between the Company and the Rights Agent for all services rendered by it in connection with this Agreement or the SDAs and, from time to time, on demand of the Rights Agent, its reasonable other service expenses and counsel fees and other reasonable disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties under this Agreement and the SDA.
2. No provision of this Agreement shall require the Rights Agent to expend or risk the Rights Agent's own funds or otherwise incur any financial liability in the performance of any of the Rights Agent's duties under this Agreement or the SDAs or in the exercise of the Rights Agent's rights.
Compensation; Payment of Expenses. In consideration for the services rendered herein, the Company shall compensate the Rights Agent in accordance with and pursuant to the written fee schedule agreed between the Company and the Rights Agent, plus the Rights Agent’s reasonable and necessary disbursements, charges, out-of-pocket expenses and counsel fees and expenses incurred in connection with the preparation and execution of this Agreement and the services rendered by the Rights Agent hereunder. Except to the extent expressly set forth in this Agreement, no provision of this Agreement shall require the Rights Agent to expend or risk the Rights Agent’s own funds or otherwise incur any financial liability in the performance of any of the Rights Agent’s duties hereunder or in the exercise of the Rights Agent’s rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.
