Common use of Expenses of the Offering Clause in Contracts

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.

Appears in 1 contract

Samples: Agency Agreement (Vista Gold Corp)

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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 reasonable fees and expenses of counsel for the Company, all reasonable fees and expenses of local counsel, all reasonable fees and expenses of the Company’s auditors, all reasonable 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 Underwriters to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material, Material and 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 SharesProspectus, 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 up to US$100,000 110,000 of the legal fees of AgentsUnderwriterscounsel Counsel (exclusive of disbursements and applicable taxes) ). The aggregate amount of expenses reimbursed to the Underwriters in connection with the Offering (other than reimbursement for fees and 50% disbursements of the next US$50,000 of legal fees of AgentsUnderwriterscounsel (exclusive of Counsel), including, without limitation, payments for any taxes, disbursements and roadshow expenses, shall not exceed US$5,200. The foregoing caps to the fees and expenses are subject to adjustment in the event that the Underwriters elect to acquire the Option Shares; provided that any such adjustment shall comply with applicable taxes) to a maximum liability of the Company for legal fees of Agents’ counsel of US$125,000FINRA rules and requirements.

Appears in 1 contract

Samples: Underwriting Agreement (Gold Standard Ventures Corp.)

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 '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 Underwriters to investors of, the Registration Statement, (including financial statements and exhibits and the Form F-X), 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 (including the reasonable fees and disbursements of counsel to the Underwriters in connection with) the review by the NASD National Association of Securities Dealers, Inc. of the terms of the sale of the Shares, fees and expenses of the transfer agent and registrar for the Shares (but excluding the fees of the Underwriters' and any out-of-pocket expenses of the Underwriters) shall be borne by and be for the account of the Company, provided that if this agreement is terminated in accordance with the provisions of subparagraph 6(a)(i) and paragraph 6(b), the Company shall only be responsible reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel 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$125,000Underwriters.

Appears in 1 contract

Samples: Agnico Eagle Mines LTD

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 reasonable fees and expenses of counsel for the Company, all reasonable fees and expenses of local counsel, all reasonable fees and expenses of the Company’s auditors, all reasonable 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 Underwriters to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material, Material and 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 SharesProspectus, 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 up to US$100,000 125,000 of the legal fees of AgentsUnderwriterscounsel Counsel (exclusive of disbursements and applicable taxes) and 50). The Lead Underwriter shall be entitled to not less than 65% of the next US$50,000 aggregate fees payable to all agents or underwriters in connection with the Offering. The aggregate amount of legal expenses reimbursed to the Underwriters in connection with the Offering (other than reimbursement for fees and disbursements of AgentsUnderwriterscounsel (exclusive of Counsel), including, without limitation, payments for any taxes, disbursements and applicable taxes) roadshow expenses, shall not exceed US$25,000. The foregoing caps to a maximum liability of the fees and expenses are subject to adjustment in the event that the Underwriters elect to acquire the Option Shares; provided that any such adjustment shall be agreeable to the Company for legal fees of Agents’ counsel of US$125,000(acting reasonably) and comply with applicable FINRA rules and requirements.

Appears in 1 contract

Samples: Underwriting Agreement (Gold Standard Ventures Corp.)

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 Unit Shares, Warrants and Warrant 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 Unit Shares and Warrants for sale to the publicpublic and the issuance of the Warrant Shares on exercise of the Warrants, the reasonable fees and expenses of counsel for the Company, all reasonable fees and expenses of local counsel, all reasonable fees and expenses of the Company’s auditors, all reasonable 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 Underwriters to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material, Material and 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 SharesProspectus, fees and expenses of the transfer agent and registrar for the Unit Shares and Warrant Shares and Warrant Agent for the Warrants shall be borne by and be for the account of the Company, provided that the Company shall only be responsible for the first up to US$100,000 200,000 of the legal fees of AgentsUnderwriters’ 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).

Appears in 1 contract

Samples: Underwriting Agreement (Vista Gold Corp)

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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 reasonable fees and expenses of counsel for the Company, all reasonable fees and expenses of local counsel, all reasonable fees and expenses of the Company’s 's auditors, all reasonable 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 Underwriters to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material, Material and any Permitted Free Writing Prospectus and share certificates representing the SharesProspectus, filing fees incident to the review by the NASD FINRA 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 up to US$100,000 245,000 of the legal fees of Agents’ Underwriters' counsel (exclusive of disbursements and applicable taxes), and provided further that if the over-allotment option provided for in Section 3(c) and 50% is exercised by the Underwriters, in whole or in part, then the Company agrees to be responsible for an additional amount of up to US$15,000 of the next US$50,000 of legal fees of Agents’ Underwriters' counsel (exclusive of disbursements and applicable taxes) to a maximum liability of the Company for legal fees of Agents’ counsel of US$125,000).

Appears in 1 contract

Samples: Vista Gold Corp

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 Units and Underlying 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 Units and Underlying 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 '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, of the Registration Statement, the Warrant Registration Statement (including financial statements and exhibits and the Form F-X and Warrant Form F-X), Canadian Preliminary Prospectus, Canadian Warrant Preliminary Prospectus, U.S. Preliminary Warrant Prospectus, U.S. Warrant Base Prospectus, Final Prospectus, Final Warrant Prospectus, Canadian Prospectus, Canadian Warrant Prospectus, U.S. Prospectus, U.S. Warrant Prospectus, Supplementary Material, any Permitted Free Writing Prospectus Material and share certificates representing the Shares, certificates representing the Warrants, filing fees incident to (including the reasonable fees and disbursements of counsel to the Underwriters in connection with) the review by the NASD National Association of Securities Dealers, Inc. of the terms of the sale of the Units and the Underlying Shares, fees and expenses of the transfer agent and registrar for the Shares and Warrants and the Underlying Shares (but excluding the fees of the Underwriters' and any out-of-pocket expenses of the Underwriters) shall be borne by and be for the account of the Company, provided that if this agreement is terminated in accordance with the provisions of subparagraph 6(a)(i) and paragraph 6(b), the Company shall only be responsible reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel 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$125,000Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Agnico Eagle Mines LTD)

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