Costs payable by the Company Sample Clauses

Costs payable by the Company. All costs, expenses and fees (as agreed or confirmed by the Company) and charges and Taxation (except as separately agreed between the Company and the relevant parties, where applicable) in connection with or incidental to the Global Offering, the listing of the H Shares on the Stock Exchange and this Agreement as specified in this Clause 6.2 and the transactions contemplated thereby or hereby, including, without limitation, the following:‌ 6.2.1 fees and expenses of the Sole Sponsor as specified in the Sole Sponsor’ engagement letter; 6.2.2 fees and expenses of the Reporting Accountants; 6.2.3 fees and expenses of the H Share Registrar and the White Form eIPO Service Provider; 6.2.4 fees and expenses of the Internal Controls Consultant and the Industry Expert; 6.2.5 fees and expenses of any public relations consultants; 6.2.6 fees and expenses of the Receiving Bank and the Nominee; 6.2.7 fees and expenses of any translators or provider of translation services ; 6.2.8 fees, disbursements and expenses of all legal advisers to the Company and the fees, disbursements and expenses of all legal advisers to the Sole Sponsor and the Underwriters; 6.2.9 fees and expenses of the background search service provider, provided that the Company had been notified of and agreed to such search services being carried out before the search services were provided; 6.2.10 fees and expenses of other agents and advisers of the Company relating to the Global Offering; 6.2.11 fees and expenses relating to the application for listing of and permission to deal in the Offer Shares on the Stock Exchange, the registration of any documents with any relevant Authority (including all amendments and supplements thereto) and the qualification of the Offer Shares in any jurisdiction; 6.2.12 all reasonably incurred printing and advertising costs and ancillary costs and expenses relating to the Global Offering (including the fees and expenses of the financial printer retained for the Global Offering and any costs and expenses incurred as a result of any syndicate analysts’ briefing and other presentations relating to the Global Offering, and pre- marking and roadshow costs and expenses, including those fees and expenses of syndicates and the roadshow coordinator engaged by or those that were held and authorised by the Company); 6.2.13 all other reasonably incurred out-of-pocket expenses of the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner; 6.2.14 all costs of preparation, p...
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Costs payable by the Company. The Company acknowledges that, pursuant to the Sponsor’s Engagement Letter, the Company will be responsible for its/own expenses in connection with the Global Offering. Such expenses include, but are not limited to, fees and expenses of the Company’s domestic, U.S. and other international counsel, if any, accountant’s fees, printing and engraving costs, roadshow expenses incurred by the Company’s personnel (including travel, accommodation and meals), Stock Exchange listing and Blue-Sky registration fees and expenses and other customary expenses. Notwithstanding anything contrary in this Agreement, the Company shall not be responsible for any out-of-pocket expenses incurred by the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriter). For the avoidance of doubt, the Company will be responsible for the fees and expenses of the legal advisers to the Underwriters in accordance with the respective agreements between the Company and the legal advisers to the Underwriters.
Costs payable by the Company. The Company covenants and agrees with the Hong Kong Underwriters that the Company will pay or cause to be paid the following (where relevant, in such amounts as previously agreed with such parties in their respective engagement letters, services agreements or contracts, including but not limited to the US$200,000 cap on the out-of-pocket expenses (as defined therein) of each Joint Sponsor in accordance with the engagement letter dated 21 March 2018 between the Company and the Joint Sponsors): 6.3.1 the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the listing of the Shares on the Main Board of the SEHK and this Agreement and the transactions contemplated thereby or hereby and all other expenses in connection with the preparation, printing, advertising, reproduction and filing of the Hong Kong Prospectus, the Preliminary International Prospectus, the Application Proof, the PHIP and amendments and supplements thereto and the mailing and delivering of copies thereof to the Hong Kong Underwriters; 6.3.2 all capital duty (if any), premium duty (if any) and any other fees, charges, Taxation and expenses payable by the Company or the Hong Kong Underwriters in respect of the creation, issue, sale, initial resale and delivery of the Offer Shares; 6.3.3 any remaining payable sponsor fees as set out in the sponsor engagement letter between the Joint Sponsors and the Company dated 21 March 2018; 6.3.4 the cost of printing or producing any Agreement among Hong Kong Underwriters, this Agreement, the closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; 6.3.5 all costs of the printing, despatch and distribution (including transportation, packaging and insurance) of share certificates, letters of regret and refund cheques; 6.3.6 all Hong Kong Underwriters’ expenses in connection with the issuance of Shares for offering and sale under the applicable Laws of the jurisdictions, which, for the avoidance of doubt, do not include fees and disbursements of the counsels for the Hong Kong Underwriters; 6.3.7 the fees and documented disbursements of counsels for the Hong Kong Underwriters as separately agreed between the Company and such counsel in connection with the listing of the Shares on the Main Board of the SEHK; 6.3.8 all fees and expenses in connection with listing the Shares on the Main Board of the SEHK and costs of despatch ...
Costs payable by the Company. Each Seller represents and warrants to the Buyer that the Company will not be liable for any costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement (and any documents referred to in it).
Costs payable by the Company. Save as otherwise agreed in writing between any of the Joint Sponsors and the Company, the Company will be responsible for its own expenses in connection with the Listing. Such expenses include, but are not limited to, fees and expenses of the Company’s domestic, U.S. and other international counsel, if any, litigation search fees, accountant’s fees, printing and engraving costs, asset valuation fees, bridging dealer and alternate bridging dealer fees, fees and expenses relating to stock borrowing and lending arrangements, investor education activities and roadshow expenses (if applicable) incurred by the Company’s personnel (including travel, accommodation and meals), expenses incurred by investors in connection with investor education activities and roadshow meetings (if applicable), Stock Exchange listing and Blue-Sky registration fees (if applicable) and expenses and other customary expenses.
Costs payable by the Company. All costs, expenses, fees and charges and any documentary issuance, transfer, registration, value added or similar Taxes in connection with or incidental to the Global Offering, the listing of the Class A Ordinary Shares on the Main Board of the SEHK and this Agreement and the transactions contemplated thereby or hereby, including, without limitation, the following (where relevant, in such amounts and subject to such terms as agreed with such parties in their respective engagement letters, services agreements or contracts): 6.4.1 any remaining sponsors’ fees payable to the Joint Sponsors in accordance with the sponsors engagement letter between the Joint Sponsors and the Company dated February 8, 2021; 6.4.2 fees and expenses of the Reporting Accountants; 6.4.3 fees and expenses of the Hong Kong Registrar and the White Form eIPO Service Provider; 6.4.4 fees and expenses of all legal advisers to the Company (including the Company’s IP counsel) and the fees and expenses of all legal advisers to the Underwriters in accordance with the relevant engagement letters entered into between the Company and such legal advisers to the Underwriters; 6.4.5 fees and expenses of the Internal Control Consultant; 6.4.6 fees and expenses of the Industry Consultant; 6.4.7 fees and expenses of any public relations consultants engaged by the Company; 6.4.8 fees and expenses of any translators engaged by the Company; 6.4.9 fees and expenses of the Receiving Bank and the Nominee; 6.4.10 fees and expenses of the financial printer; 6.4.11 fees and expenses of other agents and advisers appointed by the Company relating to the Global Offering; 6.4.12 fees and expenses related to the application for listing of the Class A Ordinary Shares on the SEHK, the registration of any documents with any relevant Authority and the qualification of the such Shares in any jurisdiction; 6.4.13 all costs and expenses related to conducting roadshow and pre-marketing activities, including without limitation, expenses associated with the production of roadshow slides and graphics, fees and expenses of any consultants engaged in connection with the roadshow presentations, travel, lodging and other expenses incurred by the Company; 6.4.14 all printing and advertising costs in relation to the Global Offering as incurred and approved by the Company; 6.4.15 all costs of dispatch and distribution of the Offering Documents in all relevant jurisdictions, and all amendments and supplements thereto; 6.4.16 all cos...

Related to Costs payable by the Company

  • Expenses Payable by the Company The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Sales Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, (iii) the preparation, issuance and delivery of the certificate or certificates for the Shares, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereof, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ix) the reasonable documented out-of-pocket expenses of the Sales Agent, including the reasonable fees and disbursements of counsel for the Sales Agent, in connection with the negotiation, execution and delivery of this Agreement and the performance of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agents.

  • Indemnity by the Company The Company hereby agrees to indemnify and hold harmless Consultant and each person and affiliate associated with Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon any violation of law, rule or regulation by the Company or the Company’s agents, employees, representatives or affiliates.

  • Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

  • Guarantee by the Company Subject to the terms and conditions hereof, the Company, including in its capacity as holder of the Common Securities, hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, "

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

  • Release by the Company (a) The Company hereby unconditionally and irrevocably releases and forever discharges each Seller and each of their Representatives (collectively, the “Seller Releasees”) from any and all claims, counterclaims, setoffs, demands, Actions, orders, obligations, contracts, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “Company Claims”), which the Company now has, has ever had, or may hereafter have against the Seller Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Company Claims pending on, or asserted after, the Closing (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of Sellers set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement or the Separation Agreement. (b) The Company represents and warrants to each Seller Releasee that the Company has not transferred, assigned, or otherwise disposed of any part of or interest in any Company Released Claim. (c) The Company hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Seller Releasee based upon any Company Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Seller Releasee, the Company shall indemnify and hold harmless each Seller Releasee from and against and shall pay to each Seller Releasee the amount of, or reimburse each Seller Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of the Company of any Company Released Claim, and (b) the assertion by any third party of any claim or demand against any Seller Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Company against such third party of any Company Released Claim.

  • Payments by the Company The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

  • Indemnification by the Company The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

  • Indemnification by the Parent The Parent agrees to indemnify and hold harmless Purchaser and each other holder of Registrable Securities, and each of their respective officers, employees, Affiliates (including Lxxxxx Lxxxxxxxx Capital Partners, Inc.), directors, partners, members, attorneys and agents, and each Person, if any, who controls any of the foregoing and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Indemnitee”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to the Parent and relating to action or inaction required of the Parent in connection with any such registration; and the Parent shall promptly, but in no event more than five (5) Business Days after request for payment, pay directly or reimburse each Indemnitee for any legal and any other expenses reasonably incurred by such Indemnitee in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Parent, in writing, by such selling holder and stated to be specifically for use therein. The Parent shall not refuse to enter into an underwriting agreement with any Underwriter of the Registrable Securities on the basis that the indemnity provisions therein are unacceptable as long as the terms of such indemnity provisions are, on the whole, reasonably typical for the type of underwriting contemplated.

  • Payment of Other Taxes by the Company The Company shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

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