Expenses and Reimbursement. The Company will bear all of its expenses in connection with the Conversion and Offering of Common Stock including, but not limited to: appraisal and business plan preparation; the Company’s attorney fees; SEC and FINRA filing fees; “blue sky” legal fees and state filing fees; fees and expenses of service providers such as transfer agent, information/data processing agent, financial and stock certificate printers, auditors and accountants; advertising; postage; “road show” and other syndicated community offering costs; and all costs of operating the Stock Information Center, including hiring temporary personnel, if necessary. In the event Sxxxxx Xxxxxxxx incurs such expenses on behalf of the Company, the Company shall reimburse Sxxxxx Xxxxxxxx for such reasonable fees and expenses regardless of whether the Offering is successfully completed. The Company also agrees to reimburse Sxxxxx Xxxxxxxx for its reasonable out-of-pocket expenses, including legal fees and expenses, incurred by Sxxxxx Xxxxxxxx in connection with the services contemplated hereunder. In the subscription, community and syndicated community offerings, Sxxxxx Xxxxxxxx will not incur legal fees (excluding the reasonable out-of-pocket expenses of counsel) in excess of $100,000. Sxxxxx Xxxxxxxx will not incur actual accountable reimbursable out-of-pocket expenses reasonably incurred in excess of $25,000 in the subscription and community offering and in excess of $45,000 in the syndicated community offering. The parties acknowledge, however, that such cap may be increased by the mutual consent of the Company and Sxxxxx Xxxxxxxx, including in the event of a material delay in the Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering document; provided that under such circumstances, Sxxxxx Xxxxxxxx will not incur any additional accountable reimbursable out-of-pocket expenses in excess of $10,000 or additional reimbursable legal fees in excess of $20,000 and that the aggregate of all reimbursable expenses and legal fees shall not exceed $200,000. Not later than two days before closing, Sxxxxx Xxxxxxxx will provide the Company with a detailed accounting of all reimbursable expenses of Sxxxxx Xxxxxxxx and its counsel to be paid at closing.
Appears in 1 contract
Expenses and Reimbursement. The Company will bear all of its expenses in connection with the Conversion and Offering of Common Stock including, but not limited to: appraisal and business plan preparation; the Company’s attorney fees; SEC and FINRA filing fees; “blue sky” legal fees and state filing fees; fees and expenses of service providers such as transfer agent, information/data processing agent, financial and stock certificate printers, auditors and accountants; advertising; postage; “road show” and other syndicated community and publicly underwritten offering costs; and all costs of operating the Stock Information Center, including hiring temporary personnel, if necessary. In the event Sxxxxx Xxxxxx Xxxxxxxx incurs such expenses on behalf of the Company, the Company shall reimburse Sxxxxx Xxxxxx Xxxxxxxx for such reasonable fees and expenses regardless of whether the Offering is successfully completed. Xxxxxx Xxxxxxxx will not incur any single expense of more than $1,000, pursuant to this paragraph without the prior approval of the Company. The Company also agrees to reimburse Sxxxxx Xxxxxx Xxxxxxxx for its reasonable out-of-pocket expenses, including legal fees and expenses, incurred by Sxxxxx Xxxxxx Xxxxxxxx in connection with the services contemplated hereunder. In the subscription, community offering and syndicated community offeringsoffering, Sxxxxx Xxxxxx Xxxxxxxx will not incur legal fees (excluding the reasonable out-of-pocket expenses of counsel) in excess of $100,000. Sxxxxx Xxxxxx Xxxxxxxx will not incur actual accountable reimbursable out-of-pocket expenses reasonably incurred in excess of $25,000 in the subscription and community offering and in excess of $45,000 in the syndicated community offering30,000. The parties acknowledge, however, that such cap may be increased by the mutual consent of the Company and Sxxxxx Xxxxxx Xxxxxxxx, including in the event of a material delay in the Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the the. original filing of the offering document; provided that under such circumstances. In addition, Sxxxxx Xxxxxxxx the Company will not incur any additional accountable reimbursable reimburse all reasonable out-of-pocket expenses incurred in excess of $10,000 connection with the syndicated community offering or additional reimbursable legal fees in excess of $20,000 and that the aggregate of all reimbursable expenses and legal fees shall not exceed $200,000public underwritten offering. Not later than two days before before’ closing, Sxxxxx Xxxxxx Xxxxxxxx will provide the Company with a detailed accounting of all reimbursable expenses of Sxxxxx Xxxxxx Xxxxxxxx and its counsel to be paid at closing.. Xx. Xxxxxx Xxx Johnson Charter Financial, MHC Charter Financial Corporation Page 7
Appears in 1 contract
Expenses and Reimbursement. The Company will bear Bank shall pay directly or shall reimburse Xxxxxxxxxx for all reasonable, ordinary and necessary business expenses incurred or paid by Xxxxxxxxxx during the term of its expenses his employment and in connection with the Conversion performance of his services pursuant to this Agreement, provided that Xxxxxxxxxx presents to the Chairman of the Bank’s Board of Directors or the Chairman of the Audit Committee of the Bank’s Board of Directors expense statements or vouchers and Offering such other supporting information as the audit committee may from time to time reasonably request, and further provided that, to the extent that such expenses exceed $2,500 in any month, the Chairman of Common Stock including, but not limited to: appraisal the Board or the Chairman of the Audit Committee approves such expenses. The Bank shall reimburse Xxxxxxxxxx for reasonable business expenses incurred in entertaining business guests at any club joined by Xxxxxxxxxx in accordance with Paragraphs 4.6 and business plan preparation; the Company’s attorney fees; SEC and FINRA filing fees; “blue sky” legal fees and state filing fees; fees and expenses 4.7 of service providers such as transfer agent, information/data processing agent, financial and stock certificate printers, auditors and accountants; advertising; postage; “road show” and other syndicated community offering costs; and all costs of operating the Stock Information Center, including hiring temporary personnel, if necessarythis Agreement. In the event Sxxxxx Xxxxxxxx incurs such expenses on behalf of the Company, the Company shall reimburse Sxxxxx Xxxxxxxx for such reasonable fees and expenses regardless of whether the Offering is successfully completed. The Company also agrees to reimburse Sxxxxx Xxxxxxxx for its reasonable out-of-pocket expenses, including legal fees and expenses, incurred by Sxxxxx Xxxxxxxx in connection with the services contemplated hereunder. In the subscription, community and syndicated community offerings, Sxxxxx Xxxxxxxx will not incur legal fees (excluding the reasonable out-of-pocket expenses of counsel) in excess of $100,000. Sxxxxx Xxxxxxxx will not incur actual accountable reimbursable out-of-pocket expenses reasonably incurred in excess of $25,000 in the subscription and community offering and in excess of $45,000 in the syndicated community offering. The parties acknowledge, however, that such cap may be increased by the mutual consent of the Company and Sxxxxx Xxxxxxxx, including in the event of a material delay in the Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering document; provided that under such circumstances, Sxxxxx Xxxxxxxx will not incur any additional accountable reimbursable out-of-pocket month’s expenses in excess of $10,000 2,500 are not approved by the Chairman of the Board or additional the Chairman of the Audit Committee, Xxxxxxxxxx shall submit a summary of those expenses to the Audit Committee, and Xxxxxxxxxx shall receive reimbursement for those expenses only upon the approval of a majority of the Audit Committee. In the event of the termination of Xxxxxxxxxx’x employment for any reason, whether by the Bank or by Xxxxxxxxxx, Xxxxxxxxxx shall be reimbursed within thirty (30) days of termination for any reasonable, ordinary and necessary documented business expenses incurred prior to termination, to the extent that such expenses would otherwise be reimbursable legal fees in excess pursuant to the terms of $20,000 this Paragraph, upon presentation of expense statements or vouchers and that such other supporting information as the aggregate of all reimbursable expenses and legal fees shall not exceed $200,000. Not later than two days before closing, Sxxxxx Xxxxxxxx will provide the Company with a detailed accounting of all reimbursable expenses of Sxxxxx Xxxxxxxx and its counsel to be paid at closingBank may reasonably request.
Appears in 1 contract
Samples: Employment Agreement (First California Financial Group, Inc.)
Expenses and Reimbursement. The Company will bear Bank shall pay directly or shall reimburse Xxxxxxxxxx for all reasonable, ordinary and necessary business expenses incurred or paid by Xxxxxxxxxx during the term of its expenses his employment and in connection with the Conversion performance of his services pursuant to this Agreement, provided that Xxxxxxxxxx presents to the Chairman of the Bank's Board of Directors or the Chairman of the Audit Committee of the Bank's Board of Directors expense statements or vouchers and Offering such other supporting information as the audit committee may from time to time reasonably request, and further provided that, to the extent that such expenses exceed $2,500 in any month, the Chairman of Common Stock including, but not limited to: appraisal the Board or the Chairman of the Audit Committee approves such expenses. The Bank shall reimburse Xxxxxxxxxx for reasonable business expenses incurred in entertaining business guests at any club joined by Xxxxxxxxxx in accordance with Paragraphs 4.6 and business plan preparation; the Company’s attorney fees; SEC and FINRA filing fees; “blue sky” legal fees and state filing fees; fees and expenses 4.7 of service providers such as transfer agent, information/data processing agent, financial and stock certificate printers, auditors and accountants; advertising; postage; “road show” and other syndicated community offering costs; and all costs of operating the Stock Information Center, including hiring temporary personnel, if necessarythis Agreement. In the event Sxxxxx Xxxxxxxx incurs such expenses on behalf of the Company, the Company shall reimburse Sxxxxx Xxxxxxxx for such reasonable fees and expenses regardless of whether the Offering is successfully completed. The Company also agrees to reimburse Sxxxxx Xxxxxxxx for its reasonable out-of-pocket expenses, including legal fees and expenses, incurred by Sxxxxx Xxxxxxxx in connection with the services contemplated hereunder. In the subscription, community and syndicated community offerings, Sxxxxx Xxxxxxxx will not incur legal fees (excluding the reasonable out-of-pocket expenses of counsel) in excess of $100,000. Sxxxxx Xxxxxxxx will not incur actual accountable reimbursable out-of-pocket expenses reasonably incurred in excess of $25,000 in the subscription and community offering and in excess of $45,000 in the syndicated community offering. The parties acknowledge, however, that such cap may be increased by the mutual consent of the Company and Sxxxxx Xxxxxxxx, including in the event of a material delay in the Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering document; provided that under such circumstances, Sxxxxx Xxxxxxxx will not incur any additional accountable reimbursable out-of-pocket month's expenses in excess of $10,000 2,500 are not approved by the Chairman of the Board or additional the Chairman of the Audit Committee, Xxxxxxxxxx shall submit a summary of those expenses to the Audit Committee, and Xxxxxxxxxx shall receive reimbursement for those expenses only upon the approval of a majority of the Audit Committee. In the event of the termination of Xxxxxxxxxx'x employment for any reason, whether by the Bank or by Xxxxxxxxxx, Xxxxxxxxxx shall be reimbursed within thirty (30) days of termination for any reasonable, ordinary and necessary documented business expenses incurred prior to termination, to the extent that such expenses would otherwise be reimbursable legal fees in excess pursuant to the terms of $20,000 this Paragraph, upon presentation of expense statements or vouchers and that such other supporting information as the aggregate of all reimbursable expenses and legal fees shall not exceed $200,000. Not later than two days before closing, Sxxxxx Xxxxxxxx will provide the Company with a detailed accounting of all reimbursable expenses of Sxxxxx Xxxxxxxx and its counsel to be paid at closingBank may reasonably request.
Appears in 1 contract
Expenses and Reimbursement. The Company will bear all of its expenses in connection with the Conversion and Offering of Common Stock including, but not limited to: appraisal and business plan preparation; the Company’s attorney fees; SEC and FINRA filing fees; “blue sky” legal fees and state filing fees; fees and expenses of service providers such as transfer agent, information/data processing agent, financial and stock certificate printers, auditors and accountants; advertising; postage; “road show” and other syndicated community and publicly underwritten offering costs; and all costs of operating the Stock Information Center, including hiring temporary personnel, if necessary. In the event Sxxxxx Xxxxxx Xxxxxxxx incurs such expenses on behalf of the Company, the Company shall reimburse Sxxxxx Xxxxxx Xxxxxxxx for such reasonable fees and expenses regardless of whether the Offering is successfully completed. Xxxxxx Xxxxxxxx will not incur any single expense of more than $1,000, pursuant to this paragraph without the prior approval of the Company. The Company also agrees to reimburse Sxxxxx Xxxxxx Xxxxxxxx for its reasonable out-of-pocket expenses, including legal fees and expenses, incurred by Sxxxxx Xxxxxx Xxxxxxxx in connection with the services contemplated hereunder. In the subscription, community offering and syndicated community offeringsoffering, Sxxxxx Xxxxxx Xxxxxxxx will not incur legal fees (excluding the reasonable out-of-pocket expenses of counsel) in excess of $100,00075,000. Sxxxxx Xxxxxx Xxxxxxxx will not incur actual accountable reimbursable out-of-pocket expenses reasonably incurred in excess of $25,000 30,000 in the subscription and community offering and in excess of $45,000 50,000 in the syndicated community offering. The parties acknowledge, however, that such cap may be increased by the mutual consent of the Company and Sxxxxx Xxxxxx Xxxxxxxx, including in the event of a material delay in the Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering document; provided that under such circumstances, Sxxxxx Xxxxxx Xxxxxxxx will not incur any additional accountable reimbursable out-of-pocket expenses in excess of $10,000 15,000 or additional reimbursable legal fees in excess of $20,000 25,000 and that the aggregate of all reimbursable expenses and legal fees shall not exceed $200,000195,000. Not later than two days before closing, Sxxxxx Xxxxxx Xxxxxxxx will provide the Company with a detailed accounting of all reimbursable expenses of Sxxxxx Xxxxxx Xxxxxxxx and its counsel to be paid at closing.
Appears in 1 contract
Expenses and Reimbursement. The Company will bear all of its expenses in connection with the Conversion and Offering of Common Stock including, but not limited to: appraisal and business plan preparation; the Company’s attorney fees; SEC and FINRA filing fees; “blue sky” legal fees and state filing fees; fees and expenses of service providers such as transfer agent, information/data processing agent, financial and stock certificate printers, auditors and accountants; advertising; postage; “road show” and other syndicated community and publicly underwritten offering costs; and all costs of operating the Stock Information Center, including hiring temporary personnel, if necessary. In the event Sxxxxx Xxxxxx Xxxxxxxx incurs such expenses on behalf of the Company, the Company shall reimburse Sxxxxx Xxxxxx Xxxxxxxx for such reasonable fees and expenses regardless of whether the Offering is successfully completed. Xxxxxx Xxxxxxxx will not incur any single expense of more than $1,000, pursuant to this paragraph without the prior approval of the Company. Xx. Xxxxxx Xxx Johnson Charter Financial, MHC Charter Financial Corporation The Company also agrees to reimburse Sxxxxx Xxxxxx Xxxxxxxx for its reasonable out-of-pocket expenses, including legal fees and expenses, incurred by Sxxxxx Xxxxxx Xxxxxxxx in connection with the services contemplated hereunder. In the subscription, community offering and syndicated community offeringsoffering, Sxxxxx Xxxxxx Xxxxxxxx will not incur legal fees (in excess of $100,000, excluding the reasonable out-of-pocket expenses of counsel) in excess of counsel not to exceed $100,00010,000. Sxxxxx Xxxxxx Xxxxxxxx will not incur actual accountable reimbursable out-of-pocket expenses reasonably incurred in excess of $25,000 30,000 in the subscription and community offering and in excess of $45,000 50,000 in the syndicated community offering. The parties acknowledge, however, that such cap may be increased by the mutual consent of the Company and Sxxxxx Xxxxxx Xxxxxxxx, including in the event of a material delay in the Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering document; provided that under such circumstances, Sxxxxx Xxxxxx Xxxxxxxx will not incur any additional accountable reimbursable out-of-pocket expenses in excess of $10,000 or additional reimbursable legal fees in excess of $20,000 25,000 and that the aggregate of all reimbursable expenses and legal fees shall not exceed $200,000215,000. Not later than two days before closing, Sxxxxx Xxxxxx Xxxxxxxx will provide the Company with a detailed accounting of all reimbursable expenses of Sxxxxx Xxxxxx Xxxxxxxx and its counsel to be paid at closing.
Appears in 1 contract
Expenses and Reimbursement. The Company will bear all of its expenses in connection with the Conversion Reorganization and the Offering of its Common Stock including, but not limited to: appraisal and business plan preparation; , the Company’s 's attorney fees; SEC and FINRA , NASD filing fees; “, "blue sky” " legal fees fees, expenses for appraisal, auditing and state filing fees; fees and expenses of service providers such as transfer agentaccounting services, information/data processing agentadvertising expenses, financial and stock certificate printersprinting expenses, auditors and accountants; advertising; postage; “"road show” " expenses, syndicate related expenses, temporary personnel expenses and other syndicated community offering costs; and all costs the preparation of operating the Stock Information Center, including hiring temporary personnel, if necessarystock certificates. In the event Sxxxxx Xxxxxxxx Xxxx Xxxx incurs such expenses on behalf of the Company, the Company shall pay or reimburse Sxxxxx Xxxxxxxx Xxxx Xxxx for such reasonable fees and expenses regardless of whether the Offering is successfully completed. Xxxx Xxxx will not incur any single expense of more than $2,000, pursuant to this paragraph without the prior approval of the Company. The Company also agrees to reimburse Sxxxxx Xxxxxxxx Xxxx Xxxx for its reasonable out-of-pocket expenses, including legal fees and expenses, incurred by Sxxxxx Xxxxxxxx Xxxx Xxxx in connection with the services contemplated hereunder. In the subscription, community and syndicated community offerings, Sxxxxx Xxxxxxxx Xxxx Xxxx will not incur legal fees (excluding including legal out-of-pocket expenses) in excess of $65,000 without the reasonable prior approval of the Company. Other out-of-pocket expenses of counsel) in excess of $100,000. Sxxxxx Xxxxxxxx directly incurred by Xxxx Xxxx will not incur actual accountable reimbursable out-of-pocket expenses reasonably incurred in excess exceed $40,000, without the approval of $25,000 in the subscription and community offering and in excess of $45,000 in the syndicated community offeringCompany. The parties acknowledge, however, that such cap caps may be increased by the mutual consent of the Company and Sxxxxx Xxxxxxxx, including Xxxx Xxxx in the event of a any material delay in the Offering which would require an update of the financial information in tabular form to reflect contained in the Prospectus for a period later than that set forth in the original filing of the offering document; provided that under such circumstancesMarch 31, Sxxxxx Xxxxxxxx will not incur any additional accountable reimbursable out-of-pocket expenses in excess of $10,000 or additional reimbursable legal fees in excess of $20,000 and that the aggregate of all reimbursable expenses and legal fees shall not exceed $200,0002003. Not later than two days before closing, Sxxxxx Xxxxxxxx we will provide the Company you with a detailed accounting of all reimbursable expenses of Sxxxxx Xxxxxxxx and its counsel to be paid at closing. The parties also acknowledge that in the event the Company elects to employ broker-dealers to serve as "stand-by" underwriters, there may be additional expenses with respect to preparation of the documents necessary for a firm commitment underwriting.
Appears in 1 contract
Samples: Agency Agreement (Bank Mutual Corp)