Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering including, but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto; (ii) blue sky filing fees and the fees and disbursements of Placement Agent's counsel in connection with blue sky matters (up to $12,000 in the aggregate) (the "Company Expenses"). Such expenses shall not include the cost of the Placement Agent's mailing, telephone, telegraph, travel, due diligence meetings, or other similar expenses (the "Placement Agent expenses") which are reimbursable by the Company up to $50,000 (exclusive of fees and expenses of counsel to the Placement Agent unrelated to blue sky matters which are also reimbursable by the Company up to $20,000). If the Company determines not to proceed with the Offering for any reason prior to the Termination Date and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third party, the Company shall be obligated to pay the Placement Agent a break-up fee as follows:
(1) If the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000;
(2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000;
(3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to the Placement Agent to the date of early termination. Any amounts previously paid to the Placement Agent as compensation under the LOI or this Agreement will be credited towards the break-up fee. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated hereby.
Expenses of Offering. The Bank shall use its best efforts to assure that expenses incurred by it in connection with the Offering shall be reasonable.
Expenses of Offering. The Company shall be responsible for and shall bear all expenses directly and necessarily incurred by it in connection with the Offering, including, but not limited to, the following: filing fees, registrar and transfer agent fees, investigatory fees (including, but not limited to travel, lodging and entertainment expenses), issuer's counsel and accounting fees, blue sky fees and counsel, if any, and issue and transfer taxes, if any. In the event the Closing does not occur during the Term, the Company shall reimburse the Placement Agent for its reasonable out-of-pocket expenses incurred in connection with the Offering.
Expenses of Offering. Whether or not the transactions herein contemplated shall be completed, all costs and expenses of and incidental to the sale of the Common Shares to the Subscribers and all other matters in connection with the transactions herein set out shall be borne by the Company, whether before or after Closing, including without limitation, all costs and expenses in connection with the preparation and issue of the certificates for the securities to be offered hereunder, the fees and disbursements of the Company’s counsel, all local counsel and the expenses of the Purchasers in connection with the Offering including without limitation the reasonable fees and expenses of the Purchasers’ counsel, and the Purchasers out-of-pocket expenses, collectively to a maximum of $25,000. Any expenses in excess of this maximum shall be subject to pre-approval by the Company, action reasonably.
Expenses of Offering. The Company will pay, whether or not the transactions contemplated by the Transaction Agreements are consummated, all costs and expenses incident to the Transaction Agreements, including all expenses incident to the authorization of the Securities, their issue and delivery to the Escrow Agent, any original issue taxes in connection therewith, all transfer taxes, if any, incident to the initial sale of the Securities, the fees and expenses of Agent's and the Company's counsel (except as provided below) and accountants, and the cost of reproduction and furnishing to Agent copies of the Offering Documents as herein provided, PROVIDED HOWEVER, that the Company shall not be responsible for the payment of fees and expenses incurred by Agent's counsel, if Agent is unable to procure Purchaser Signature Pages to the Transaction Agreements from a Purchaser that the Company was willing to accept.
Expenses of Offering. 15 22. Amendment or Termination of the Plan........................... 15 23. Miscellaneous.................................................. 15
Expenses of Offering. The Company and Newco shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Placements including, but not limited to, (i) legal fees of the Company’s and Newco’s counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto and preparing and delivering all Placement Agent and selling documents, Series A Stock and Warrant certificates; and (ii) blue sky fees, filing fees and the fees and disbursements of Placement Agent’s counsel in connection with blue sky matters (the “Company and Newco Expenses”). In addition, the Company or Newco shall reimburse the Placement Agent for all of its reasonable out-of-pocket expenses incurred in connection with the Placements, including, without limitation the Placement Agent’s mailing, printing, copying, telephone, travel, background searches, due diligence investigations, legal and consulting fees or other similar expenses (the “Placement Agent expenses”), subject to Section 3(d). If the Company or Newco decides not to proceed with the Placements for any reason (other than (a) the failure to receive subscriptions for at least $500,000 in gross proceeds in the PPO or (b) the material breach of the Placement Agent’s representations, warranties or covenants in Section 5 of this Agreement) or if the Placement Agent decides not to proceed with the Placements because of a material breach by the Company or Newco of their representations, warranties, or covenants in this Agreement or as a result of material adverse changes in the affairs of the Company or Newco, the Company or Newco will be obligated to pay the Placement Agent liquidated damages of either $150,000 in cash (the method of payment to be at the sole discretion of the Placement Agent) and to reimburse the Placement Agent for the Placement Agent expenses as set forth above. The Placement Agent shall have no liability to the Company or Newco for any reason should the Placement Agent choose not to proceed with the Placements contemplated hereby.
Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed offering including, but not limited to legal fees of the Company's counsel relating to the costs of preparing the Registration Statement and all amendments, supplements and exhibits thereto and preparing and delivering all Underwriter and selling documents, Common Stock certificates (the "Company Expenses"). In addition, the Company shall reimburse the Underwriter for all of its out-of-pocket expenses incurred in connection with the Offering, including, without limitation the Underwriter's NASD filing fees, mailing, printing, copying, telephone, travel, background searches, due diligence investigations, legal and consulting fees or other similar expenses (the "Underwriter expenses") up to $25,000.
Expenses of Offering. The Company shall be responsible for, and shall pay, all expenses directly and necessarily incurred by it in connection with the Offering, including, but not limited to, the costs of preparing, printing, and filing where necessary, the Offering Documents and all amendments and supplements thereto; registrar, warrant and transfer agent
Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering including, but not limited to, the preparation of the Private Placement Memorandum, due diligence, costs and counsel fees for “Blue Sky” filings under state securities laws, the fees and reimbursements of counsel and the accountants for the Company, the reasonable fees and reimbursements of counsel for the Placement Agent (which, at a minimum, will be paid at each Closing from the proceeds thereof), the cost of printing the Private Placement Memorandum, fees of the Company’s bank escrow agent, and all such other expenses directly attributable to the Offering. The Company shall also reimburse the Placement Agent for out-of-pocket marketing and/or broker-dealer due diligence expenses, including, for example, telephone charges, copy charges, air travel (full-fare coach rates), hotel (Hilton/Marriott level), and other standard expenses; provided, however, that these expenses must have a verbal pre-approval from the Company if an individual expense is expected to exceed $1,000. Expenses are due and payable within 15 days after submission of receipts to the Company.
