Fees and Expense Reimbursement. (a) In the event that (A) prior to the termination of this Agreement, a Company Acquisition Proposal is publicly submitted, publicly proposed, publicly disclosed or otherwise communicated to the Company Board prior to, and not withdrawn at the date of termination of this Agreement, (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(e) (Outside Date) or Section 8.1(f) (Failure to Obtain Company Stockholder Approval) or by Parent pursuant to Section 8.1(c) (Company Breach) and (C) within twelve (12) months after the date this Agreement is terminated, the Company consummates a Company Acquisition Proposal or enters into a definitive agreement providing for the consummation of a Company Acquisition Proposal, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the consummation of such Company Acquisition Proposal. For purposes of this Section 8.4(a), any reference in the definition of Company Acquisition Transaction to “twenty percent (20%)” shall be deemed to be to be a reference to “fifty percent (50%).”
(b) In the event this Agreement is terminated by Parent pursuant to Section 8.1(g) (Company Change in Recommendation), the Company will pay (or cause to be paid) to Parent the Company Termination Fee within two (2) Business Days of termination of this Agreement.
(c) In the event this Agreement is terminated by the Company pursuant to Section 8.1(h) (Company Superior Proposal), the Company will pay (or cause to be paid) to Parent the Company Termination Fee prior to or concurrently with the termination of this Agreement.
(d) Any payment of the Company Termination Fee will be made in cash by wire transfer of same day funds to an account designated in writing by Parent.
(e) In the event this Agreement is terminated by (i) the Company pursuant to Section 8.1(d) or Section 8.1(i), or (ii) Parent or the Company pursuant to Section 8.1(e) at such time the Company could have validly terminated this Agreement pursuant to Section 8.1(d) or Section 8.1(i), Parent will pay (or cause to be paid) to the Company the Parent Termination Fee within two (2) Business Days of termination of this Agreement. Any payment of the Parent Termination Fee will be made in cash by wire transfer of same day funds to an account designated in writing by the Company.
(f) Each of the Parties acknowledges that the provisions of this Section 8.4 are an integral part of the Transactions and that, without these agreements, the Ot...
Fees and Expense Reimbursement. (a) The compensation to each Manager for sales of the Shares with respect to which such Manager acts as sales agent hereunder shall be equal to 1.375% of the gross offering proceeds of the Shares sold pursuant to this Agreement . The Company may sell Shares to each Manager as principal at a price agreed upon at the relevant Time of Sale.
(b) The Company shall reimburse each Manager for (i) fifty percent of the Manager’s reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Manager, incurred by the Manager at any time on or prior to the date of this Agreement in connection with the commencement of the offering and other matters contemplated by this Agreement; provided, that the Company shall not be obligated pursuant to this Section (3)(b) to reimburse any Manager for any such expenses incurred by the Managers in excess of $100,000 in the aggregate, and (ii) after the date of this Agreement, the Managers’ reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Managers, incurred by the Managers at any time after the date of this Agreement in connection with the transactions and other matters contemplated hereunder in an amount equal to the product of (A) the aggregate of all reasonable out-of-pocket expenses incurred by the Managers under this clause (ii) of Section 3(b), and (B) a fraction equal to (x) the aggregate gross sales price of the Shares remaining unsold under this Agreement divided by (y) $750,000,000.
(c) Notwithstanding anything to the contrary herein, the Company shall not be obligated to make any reimbursements to a Manager pursuant to Section 3(b)(ii) if (i) the Manager terminates this Agreement pursuant to Section 10(b) and (ii) the Company is not in breach of any material provision of this Agreement at or during the 30 days prior to the time of such termination; provided that if such termination results from a failure by the Company to comply, in the determination of the Manager, with its obligations under Sections 6(m), 6(n), 6(p) or 6(q), the Company’s obligation to make such reimbursement shall continue.
Fees and Expense Reimbursement. The Credit Parties shall have paid (or such amounts shall be paid concurrently with the Closing) all fees and expense reimbursement amounts invoiced through the Closing Date as required in accordance with the terms of the Transaction Support Agreement, the Milbank Fee Letter and the Guggenheim Fee Letter, which amounts may be paid from the proceeds from the Rights Offering.
Fees and Expense Reimbursement. (a) The compensation to Rxxx for sales of the Shares with respect to which Rxxx acts as sales agent hereunder shall be equal to 3% of the gross offering proceeds of the sale of such Shares. The Company may sell Shares to Rxxx as principal at compensation agreed upon at the relevant Time of Sale.
(b) The Company shall from time to time on demand reimburse Rxxx for its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for Rxxx, incurred by Rxxx in connection with the transactions and other matters contemplated hereunder in an amount not to exceed $35,000 in the aggregate. Additionally, after the execution and delivery of this Agreement, the Company will reimburse Rxxx on demand for its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for Rxxx, related to ongoing maintenance, due diligence expenses and other reasonable documented out-of-pocket expenses associated herewith up to $10,000 per calendar quarter. In no event shall the total compensation payable to Rxxx hereunder (including any reimbursement of reasonable out-of-pocket expenses) exceed 8% of the aggregate gross proceeds expected to be received by the Company from the sale of Shares hereunder.
Fees and Expense Reimbursement a. Client shall compensate Consultant, or assigns, $7,500 per month (“Initial Rate”) for the Initial Term and any Renewal Terms.
b. All expenses over $500 shall be pre-approved in writing by the Client. Consultant shall be entitled to reimbursement of all reasonable expenses, paid on behalf of the Client within 15 days of submission; provided that appropriate receipts are provided to Client.
c. Consultant shall be entitled to advanced reimbursement of all travel expenses in accordance with the following guidelines:
i. Client shall reimburse Consultant for all reasonable travel costs, including, but not limited to, BUSINESS CLASS AIR TRAVEL ON ALL FLIGHTS 5 HOURS OR LONGER, economy class air travel on all flights under 5 hours, hotel, car rental, airport transfers and meals for Consultant.
ii. All other related travel costs pertaining to Consultant’s performance of Consultant’s duties pursuant to this Agreement
d. Consultant shall invoice Client on the first day of the month for services in advance for that month. All payments due hereunder shall be due and payable by the 10th day of the month. Failure to make any payment when due shall constitute a Termination Without Cause by Client, pursuant to Section IV above.
Fees and Expense Reimbursement. The payment by the Borrower of such fees and expense reimbursement as the Borrower shall have agreed in writing to pay to any Lender or the Administrative Agent in connection herewith, including the reasonable and documented fees and expenses of Cravath, Swaine & Xxxxx LLP, New York counsel to JPMorgan, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder (to the extent that statements for such fees and expenses have been delivered to the Borrower at least one Business Day prior to the Effective Date). The Administrative Agent shall notify the Borrower and the Lenders when it determines that this Agreement has become effective, and such notice shall be conclusive and binding.
Fees and Expense Reimbursement a. Client shall compensate Consultant, or assigns, Twenty Thousand Dollars ($20,000) per month (“Consulting Fees”) for the Initial Term and any Renewal Terms.
b. Client shall issue One Hundred and Twenty Thousand (120,000) Restricted Stock Units (“RSU’s”), or similar senior equity security available to be issued to employees and consultants. Shares shall ratably vest monthly over the Initial Term. For avoidance of doubt, beginning on the effective date, Ten Thousand (10,000) shares shall vest on the first day of each month during the Initial Term.
i. In the event that Client completes an Initial Public Offering of its stock resulting in the stock of Client being listed for trading on a senior stock exchange in the United States of America, such as the New York Stock Exchange (“NYSE”) or Nasdaq Stock Exchange (“NASDAQ”), Fifty Percent (50%) of the then unvested RSU’s shall immediately vest, with the remaining unvested stock ratably vesting over the remainder of the Initial Term.
c. All reasonable expenses shall be pre-approved in writing by the Client. Consultant shall be entitled to reimbursement of any pre-approved reasonable expenses, paid on behalf of the Client by Consultant within Fifteen (15) days of submission; provided that appropriate receipts are provided to Client by Consultant.
d. Consultant shall be entitled to reimbursement of all pre-approved travel expenses in accordance with the following guidelines:
i. Client shall reimburse Consultant for all reasonable travel costs, including, but not limited to, business class air travel on all flights 4 hours or longer, economy class air travel on all flights under 4 hours, hotel, parking, gas and mileage, car rental, airport transfers and meals for Consultant.
ii. All other related travel costs pertaining to Consultant’s performance of Consultant’s duties pursuant to this Agreement
e. Consultant shall invoice Client on the first day of the month for services in advance for that month. All payments due hereunder shall be due and payable by the 10th day of the month. Failure to make any payment when due shall constitute a Termination Without Cause By Client, pursuant to Section IV above.
Fees and Expense Reimbursement. The payment by the Borrower of such fees and expense reimbursement as the Borrower shall have agreed in writing to pay to any Lender or the Administrative Agent in connection herewith, including the reasonable and documented fees and expenses of Cravath, Swaine & Xxxxx LLP, New York counsel to JPMorgan, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder (to the extent that statements for such fees and expenses have been delivered to the Borrower at least one Business Day prior to the Effective Date). The Administrative Agent shall notify the Borrower and the Lenders when it determines that this Agreement has become effective, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Lenders to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.02) at or prior to 3:00 p.m., New York City time, on June 27, 2016 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).
Fees and Expense Reimbursement. (a) The compensation to Rxxx for sales of the Shares with respect to which Rxxx acts as sales agent hereunder shall be equal to 3% of the gross offering proceeds of the Shares sold pursuant to this Agreement. The Company may sell Shares to Rxxx as principal at a price agreed upon at the relevant time Shares are sold pursuant to this Agreement.
(b) The Company shall from time to time on demand reimburse Rxxx for its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for Rxxx, incurred by Rxxx in connection with the transactions and other matters contemplated hereunder in an amount not to exceed $30,000 in the aggregate. In no event shall the total compensation payable to Rxxx hereunder (including any reimbursement of reasonable out-of-pocket expenses) exceed 8% of the aggregate gross proceeds expected to be received by the Company from the sale of Shares hereunder.
Fees and Expense Reimbursement. Client shall pay Contractor in full for services rendered according to the SOW. The Work is estimated to total $150,000. Contractor is not to exceed $150,000 without prior approval. If work beyond the $150,000 maximum is needed, the terms of the additional scope can be added with an addendum to this Agreement signed by both parties.
1. Separate expenses are not expected for this project; Should expenses be incurred due to a change in scope Client will reimburse Contractor at cost for reasonable expenses (ex. project materials) incurred by Contractor in performing the work. All expenses will be discussed with client before they are incurred and must adhere to any rules or policies established by the Client in advance. Client will not be responsible for Contractor’s expenses not eligible for reimbursement by the Client. With each invoice, Contractor will provide: (a) a detailed itemized listing of all expenses incurred under this SOW; and (b) receipts (copyor original) for all third- party expenses.
2. Contractor shall submit invoices by the 10th of each month for work performed for the prior month. Contractor will submit final invoice to Client for any fees and expenses owed under the SOW no later than 45 days after the Termination Date. Each invoice will: (a) accurately describe Contractor’s Work over the invoice period (including billing period, total hours worked, and work performed per SOW) to enable Client to verify the accuracy of the amount(s) and conformity with SOW and (b) detail expenses as outlined in Section C.1.
3. All invoices shall be emailed to Client as follows: Xxxxx Xxxx (xxxxx@xxxxxxxxxxx.xxx) and a copy to Xxxxxx Xxxxxx (xxxxxxx@xxxxxxxxxxx.xxx) with back-up supporting requests for reimbursement of transportation expenses.
4. Client shall pay Contractor net 30 days upon receipt of the invoice.
5. Contractor will inform Client directly before incurring any additional fees and/or expenses if it is anticipated that the Fee and/or Expenses will exceed the amounts shown in the SOW.
