Expenses of the Offering. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.
Expenses of the Offering. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the authorization, allotment and issue of the Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Shares for sale to the public, the fees and expenses of counsel for the Company, all fees and expenses of local counsel, all fees and expenses of the Company’s auditors, all costs relating to information meetings (including roadshow expenses), all filing and listing fees and all costs incurred in connection with the preparation, printing and filing of, and any costs associated with electronic delivery by the Agents to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material, any Permitted Free Writing Prospectus and share certificates representing the Shares, filing fees incident to the review by the NASD of the terms of the sale of the Shares, fees and expenses of the transfer agent and registrar for the Shares shall be borne by and be for the account of the Company, provided that the Company shall only be responsible for the first US$100,000 of the legal fees of Agents’ counsel (exclusive of disbursements and applicable taxes) and 50% of the next US$50,000 of legal fees of Agents’ counsel (exclusive of disbursements and applicable taxes) to a maximum liability of the Company for legal fees of Agents’ counsel of US$125,000.
Expenses of the Offering. The Corporation will pay all expenses and fees in connection with the Offering, including all reasonable out-of-pocket expenses and fees of legal counsel and all applicable taxes.
Expenses of the Offering. The Issuer agrees to pay all expenses incident to the performance of its obligations hereunder, including all expenses incident to marketing the Offering and submitting filings with federal and state regulatory authorities; the exemption of the Securities under federal and state securities laws, including fees and disbursements of the Issuer’s counsel; and all costs of reproduction and distribution of the Offering Circular and any amendment or supplement thereto. The Issuer agrees to pay all costs and expenses incident to the Offering whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated. Furthermore, the Issuer shall reimburse the Managing Broker Dealer for such expenses incurred in connection with the Offering by the Managing Broker Dealer as mutually agreed to by the Issuer and the Managing-Broker Dealer.
Expenses of the Offering. (1) Except as provided for in Section 10(2), whether or not the transactions contemplated by this Agreement are completed or this Agreement is terminated, the Corporation will pay or cause to be paid all costs and expenses of, or incidental to, the performance of its obligations hereunder and all costs and expenses of, or incidental to, all other matters in connection with the transactions contemplated hereunder, including, without limitation, (i) the costs and expenses incidental to the authorization, issuance, sale, preparation and delivery of the Offered Securities to the Underwriters and any Taxes payable in connection therewith; (ii) the costs and expenses payable in connection with the qualification of the distribution of the Offered Securities and the Over-Allotment Option; (iii) the fees relating to listing the Offered Securities on any stock exchange and arranging for clearance and settlement arrangements; (iv) the fees and expenses of counsel for the Corporation and all fees and expenses of local counsel for the Corporation (including U.S. counsel); (v) all fees and expenses of the Corporation’s auditors and other advisors; (vi) all costs and out-of-pocket expenses of the Corporation relating to the marketing of the Offered Securities; (vii) all travel and roadshow and other costs of the Corporation relating to information meetings and to preparation of Marketing Materials, if any, with potential investors; (viii) all costs and expenses incurred in connection with preparing, printing, translating and distributing commercial copies of the Offering Documents and any Marketing Materials; (ix) the costs of preparing share certificates representing the Offered Securities; and (x) all fees and expenses of CDS Clearing and Depository Services Inc., the Depository Trust Company, the Debenture Trustee and the Corporation’s registrar and transfer agent and all applicable taxes thereon.
Expenses of the Offering. The Trust shall bear all costs and expenses incident to the registration, issuance and delivery of the Securities, specifically all expenses and fees incident to preparation and filing of the registration statement and the amendments thereto, the Trust's counsel fees for qualification of the offering under state securities laws in such states as may be designated by you, the fees and reimbursements of counsel and the accountants for the Trust, the cost of printing the registration statement and such number of "Red Herrxxx" xxospectuses as we may determine to be appropriate, fees of the Trust's transfer agent and registrar, the filing fee with the SEC and the National Association of Securities Dealers and all such cost and fees of listing the Common Stock on AMEX. The Trust shall not be required to pay or advance you more than $145,000 for the following: 1) due diligence expense; 2) Managing Dealer's counsel legal fees; 3) printing of the prospectuses and supplements thereto and other necessary marketing material; 4) $10,000 per month non-accountable expenses provided below which shall be paid by you; and 5) the $35,000 signing fee. All of your other expenses shall be borne by you to be reimbursed to you only from the proceeds of the offering up to a maximum of 3% of the offering proceeds as set forth in sub-subparagraph (b), below. The Trust will reimburse you from the proceeds of the Offering an amount equal to 3% of the gross Offering proceeds. In addition to the $35,000 signing fee described below, the Trust agrees to advance the sum of $10,000 per month for up to eleven (11) months commencing on the date you give your consent to proceed with the Offering, which consent shall be given within 10 days of the Trust's receipt of the initial comments of the SEC. Such payment shall not include payment for general overhead, salaries, supplies or similar expenses of the Underwriter included in the normal conduct of business. Such amount shall be considered a reasonable advance against out-of-pocket accountable expenses actually anticipated to be incurred by the Underwriter, which advance is reimbursable to the Trust to the extent not actually incurred. Upon conclusion of the offering the exact amount of the 3% Non-Accountable expense allowance shall be calculated. To the extent the 3% non- Accountable expense allowance exceeds $145,000 there shall be deducted from the amount due to you the amount of the expense reimbursement payment (up to $145,000) previously ...
Expenses of the Offering. 16. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the creation, authorization, allotment, issue, delivery and marketing of the Convertible Debentures and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Convertible Debentures for sale to the public, printing and translation, costs of the certificates, fees of the transfer agent and registrar, as the case may be, the fees and expenses of counsel for the Company, the fees and expenses of Underwriters' counsel all fees and expenses of local counsel, all fees and expenses of the Company's auditors and predecessor auditors, all costs relating to information meetings and all costs incurred in connection with the preparation and printing of the Prospectus, Supplementary Material and U.S. Private Placement Memorandum and definitive certificate representing the Convertible Debentures, shall be borne by and be for the account of the Company; provided that the Company shall be responsible for 50% of the total fees and disbursements of Underwriters' legal counsel and all out-of-pocket expenses of the Underwriters, subject to a maximum of $100,000. In addition, in the event the transactions herein contemplated are not completed as a result of the Company's failure to comply with the terms of this agreement, the out-of-pocket expenses of the Underwriters (including all of the fees and disbursements of Underwriters' counsel) shall be borne by and be for the account of the Company.
Expenses of the Offering. Iridium shall promptly pay, or reimburse the Company for the payment of, all expenses incurred by the Company in connection with the Offering and the transactions contemplated by this Agreement.
Expenses of the Offering. Shareholder shall pay all fees, costs and expenses, and reimburse the Company for any fees, costs or expenses that the Company may incur, in connection with the conversion of the Series D Preferred Stock to Common Stock and the Offering, including the Offering Expenses and any other Registration Expenses (as defined in the Registration Rights Agreement) incurred after the effective date of the Resale Shelf Registration Statement. Shareholder shall also pay all capital gains, income, transfer and other taxes, if any, attributable to such sale. Company and its senior officers shall provide assistance with marketing as set forth in Section 4.4(a)(vi) of the Registration Rights Agreement; provided, however, that Shareholder shall reimburse Company for its out-of-pocket expenses in supporting the marketing of the Offering.
Expenses of the Offering. The Company agrees to pay all expenses incident to the performance of its obligations hereunder, including all expenses incident to marketing the Offering and submitting filings with federal and state regulatory authorities and to the exemption of the Securities under federal and state securities laws, including fees and disbursements of the Company’s counsel, and all costs of reproduction and distribution of the Offering Document and any amendment or supplement thereto. The Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated.
