IPO Expenses. The Company agrees to reimburse the Manager and its Affiliates, within five (5) Business Days after the Commencement Date, for certain costs and expenses Incurred or to be Incurred prior to and in connection with the IPO upon the provision of reasonably sufficient support for such reimbursement. Any such reimbursement shall be made in U.S. dollars by wire transfer in immediately available funds to an account or accounts designated by the Manager from time to time.
IPO Expenses. The Company shall promptly pay or reimburse, or cause to be paid or reimbursed, all IPO Expenses of the SL Parties, GIC, CPPIB and the Executive Parties.
IPO Expenses. The Company shall pay all IPO Expenses of the Company and each Investor Group in connection with the IPO.
IPO Expenses. Without limiting the obligations of VWR Funding under the Management Agreement, in furtherance of the provisions of Paragraph 4 of the Management Agreement and not in duplication thereof, upon the consummation of an IPO, VWR Funding shall promptly reimburse MDP and Avista for all expenses incurred by each in connection with such IPO.
IPO Expenses. The Company shall promptly pay or reimburse, or cause to be paid or reimbursed, all IPO Expenses of the SL Parties, in amount not to exceed $[·] in the aggregate, and the Xxxxx Stockholders, in an amount not to exceed $[·] in the aggregate.
IPO Expenses. In connection with the IPO contemplated by the Underwriting Agreement, the Company agrees to pay all of the offering expenses, including the expenses of the Stockholder, other than underwriting discounts and commissions and transfer taxes with respect to the shares being sold by the Stockholder.
IPO Expenses. Except with respect to fees and expenses paid out of the cash proceeds of a Qualified Initial Public Offering, incur, make or commit or agree to make any payment of fees or expenses in connection with or related to the preparation and filing of registration statements or other documentation for a proposed public offering of securities of the Issuer or any of its Subsidiaries that, together with all such fees and expenses previously incurred, made or committed or agreed to be made by the Obligors, exceeds $11,000,000 in the aggregate.”
3.24 Section 9.01(c) of each of the SPAs is hereby amended by deleting “and (i)(2)” therein and inserting “,(i)(2) and (w)” in its place and by deleting “and (l)” therein and inserting “(l), (q) and (r)” in its place.
3.25 Section 9.01 of each of the SPAs is hereby amended by (i) deleting the “or” at the end of clause (o) thereof, (ii) deleting the period and adding “;” at the end of clause (p) thereof, (iii) adding the following new clause (q) immediately after clause (p) thereof to read “if at any time the total VAT Liability of the Issuer or any Subsidiary of the Issuer (including, without limitation, Interactive and its Subsidiaries) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008 exceeds $45,416,000 plus accrued interest and penalties after June 30, 2009, exclusive of the effect of increases attributable to changes in exchange rates after June 30, 2009; or”, (iv) adding the following new clause (r) immediately after the new clause (q) thereof to read “if the gross proceeds from a Qualified Initial Public Offering are less than $100,000,000.”, and (v) amending the phrase “clause (f) or (g)” in clause (i) of the last paragraph of Section 9.01 to read “clause (f), (g) or (i).”
3.26 Section 9.04 of the 2006 SPA is hereby restated in its entirety to read as follows:
IPO Expenses. Virtu shall promptly pay or reimburse, or cause to be paid or reimbursed, all IPO Expenses of Xxxxxx LLC, the Member and any other investment fund managed, sponsored, controlled or advised by Temasek Holdings (Private) Limited or its affiliates that own limited liability company interests in Virtu LLC, in an amount not to exceed $350,000 in the aggregate. “IPO Expenses” means, with respect to any person, any and all reasonable out-of-pocket expenses (other than taxes and underwriting discounts and commissions) incurred or accrued by such person in connection with the IPO, the reorganization of Virtu and/or Virtu LLC in connection therewith, any synthetic secondary offering effected in connection with the IPO and any underwriting agreement entered into in accordance therewith, including, (i) all out-of-pocket costs and expenses of such person in connection with or related to drafting, negotiating, reviewing and/or entering into this Agreement, the Reorganization Agreement and all other agreements, documents, certificates and instruments related to the IPO and the reorganization of Virtu and/or Virtu LLC in connection therewith, (ii) all out-of-pocket fees and expenses of complying with all applicable securities laws, (iii) all out-of-pocket road show, printing, messenger and delivery expenses and (iv) the fees and disbursements of outside counsel, accountants and financial advisors. For the avoidance of doubt, this Section 3.1 shall survive the termination of this Agreement.
IPO Expenses. The Parties agree that, in the event of an IPO before 30 September 2021, on an Agreed Exchange, the Investing Shareholder, the Contract Party Shareholders and the Company shall be liable for all reasonable and documented third party marketing (including printing and roadshow costs), and advisory costs (including, legal, financial and underwriting costs) pro rata to the number of Shares sold by each of them as part of such IPO, and all other costs (including audit costs), to the fullest extent permitted by the applicable law, shall be borne by the Company.
IPO Expenses. Protein and Zapaxx xxxll be responsible for and shall pay on a pro rata basis according to the number of shares of Common Stock issued or sold by them, respectively, in the IPO the direct expenses incurred by Protein to effect the IPO (including the fees of counsel and accountants), all of the fees and reimbursable expenses of the underwriters relating to the IPO (except for the underwriters' discount and commissions and selling concessions with respect to Common Stock sold to the IPO underwriters - the "Selling Expenses"), as well as all of the costs of producing, printing, mailing and otherwise distributing the Prospectus. Zapaxx xxxll be responsible for all of its Selling Expenses as well as all of the fees and disbursements of counsel it has retained to represent it in connection with the IPO. Protein shall be responsible for all of its Selling Expenses.
