Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Agents, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and expenses incurred by the Company (including attorneys’ fees) or the Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Agents, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and (ix) 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, and Section 7 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 5 contracts
Samples: Acadia Realty Trust (Acadia Realty Trust), Acadia Realty Trust, Acadia Realty Trust
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance issuance, sale and delivery of the Offered Shares (including all printing and engraving costs)) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Agents, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (viv) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, exemptions (vii) the filing fees incident to, and the reasonable such fees and expenses of counsel for not to exceed $10,000), (vi) the Agents costs, fees and expenses incurred by the Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (viiisuch legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated with listing of the Common Shares on the NYSE; NASDAQ and (ix) all other fees, costs and expenses incident of the nature referred to under the performance heading “Expenses of its obligations hereunder which are not otherwise specifically provided for the Offering” in this Sectionthe Registration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by itthem, and any advertising expenses connected with any offers it they may makemake and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.
Appears in 5 contracts
Samples: Underwriting Agreement (Affimed N.V.), Underwriting Agreement (Affimed N.V.), Underwriting Agreement (Affimed N.V.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Offered Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the SharesOffered Securities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters up to an aggregate of $20,000 with respect to such counsel fees, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the employees and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, and (ix) the fees and expenses associated with listing of the Shares Offered Securities on the NYSE; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionNasdaq. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale their own travel and lodging expenses and one-half of the cost of any of aircraft chartered in connection with the Shares by it, and any advertising expenses connected with any offers it may makeroad show.
Appears in 4 contracts
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.), Underwriting Agreement (Xenon Pharmaceuticals Inc.), Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyoffering of the Offered Shares hereunder, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations registrations, determinations and exemptions, but not, however, legal ; provided such fees and expenses of disbursements related to distribution in Canada do not exceed $10,000 in the Agents’ counsel incurred in connection with any of the foregoingaggregate, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s review review, if any, and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares; provided such fees and disbursements do not exceed $10,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, and travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultants, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; Nasdaq Global Select Market, and (ix) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 7, Section 9 and Section 7 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 4 contracts
Samples: Underwriting Agreement (Neurocrine Biosciences Inc), Underwriting Agreement (Neurocrine Biosciences Inc), Underwriting Agreement (Ardea Biosciences, Inc./De)
Payment of Expenses. (a) The Except as specifically set forth herein, the Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyoffering of the Offered Shares hereunder, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of in an amount not to exceed $15,000 in the Agents’ counsel incurred in connection with any of the foregoingaggregate, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, in an amount not to exceed $15,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with the listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 4 contracts
Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Acadia Pharmaceuticals Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance by the Company of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Units (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Units and the Common SharesStock and all fees and expenses of the warrant agent of the Warrants, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Units to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Units for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Agents, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares Units, the Common Stock and the Warrants, if applicable, on the NYSE; American Stock Exchange, (viii) 50% of the cost of privately chartered airplanes incurred in connection with presentations to prospective purchasers of the Units, and (ix) to the extent not included above, all other fees, costs and expenses incident referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 3 contracts
Samples: Underwriting Agreement (Transforma Acquisition Group Inc.), Underwriting Agreement (Transforma Acquisition Group Inc.), Underwriting Agreement (Transforma Acquisition Group Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and the Preliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, memorandum and a “Canadian wrapper,” and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultants and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of including the Offered Shares on the NYSE; Nasdaq Capital Market, and (ix) all other fees, costs and expenses incident of the nature referred to in Item 31 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 7, Section 9 and Section 7 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 3 contracts
Samples: Underwriting Agreement (American Realty Capital Properties, Inc.), Underwriting Agreement (American Realty Capital Properties, Inc.), Underwriting Agreement (American Realty Capital Properties, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and Company’s transfer agent of the Common Sharesagent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsStatement, exhibitsthe Time of Sale Prospectus, schedulesthe Preliminary Prospectus, consents and certificates of experts), each Issuer Free Writing the Prospectus and any free writing prospectus prepared by or on behalf of, used by or referred to by, the ProspectusCompany, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a blue sky survey or memorandum and a “Blue Sky SurveyCanadian wrap,” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations registrations, determinations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, to FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the SharesSecurities, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations and, with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and the Company’s share of the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Shares Securities on the NYSE; Exchange and (ixx) all other fees, costs and expenses incident referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 5 or Section 8, Section 9 and Section 7 10 hereof, the Agents will Underwriters and the QIU shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 3 contracts
Samples: Underwriting Agreement (Sanchez Energy Corp), Underwriting Agreement (Sanchez Energy Corp), Underwriting Agreement (Sanchez Energy Corp)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsUnderwriters, (iviii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including financial statements, statements and exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture and the Securities, (viv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters (including provided that the Company’s liability for any attorneys’ feesfees as expenses of the Underwriters under this clause (v) or the Agents shall be capped at $15,000) in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several states of the United States, and, if requested the provinces of Canada or other jurisdictions as agreed by the AgentsRepresentatives and the Company (including, preparing without limitation, the cost of preparing, printing and printing a “Blue Sky Survey” mailing preliminary and final blue sky or memorandum, legal investment memoranda and any related supplements theretoto the Preliminary Prospectus, advising Time of Sale Information or the Agents of such qualificationsProspectus), registrations and exemptions, but not, however, legal (vi) the fees and expenses of the Agents’ Trustee, including the fees and disbursements of counsel incurred for the Trustee in connection with any of the foregoingIndenture and the Securities, (vii) any fees payable in connection with the rating of the Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Underwriters in connection with the review by FINRA, if any, of the terms of the sale of the Securities, and (ix) all fees and expenses (including reasonable fees and expenses of counsel for counsel) of the Agents Company in connection with, FINRA’s review and with approval of the Agents’ participation in Securities by the offering Depositary for “book-entry” transfer, and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and (ix) all other costs and expenses incident to the performance by the Company of its other obligations hereunder which are not otherwise specifically provided for in under this SectionAgreement. It is understood, however, that, except Except as provided in this SectionSection 6 and Sections 8, 9 and Section 7 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 3 contracts
Samples: Underwriting Agreement (International Lease Finance Corp), Underwriting Agreement (International Lease Finance Corp), Underwriting Agreement (International Lease Finance Corp)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the AgentsUnderwriters’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and , (ix) the expenses of the Company and the Underwriters in connection with the marketing and offering of the Shares, and (x) all other fees, costs and expenses incident referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6 and Section 7 8 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 3 contracts
Samples: Underwriting Agreement (Acadia Realty Trust), Underwriting Agreement (Acadia Realty Trust), Underwriting Agreement (Acadia Realty Trust)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including including, without limitation limitation, (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus preliminary prospectus and the Prospectus, and all amendments and supplements thereto, this Agreement and this Agreementthe Forward Agreements, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or any other country, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey”, an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s the NASD review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of including the Shares on the NYSE; Nasdaq National Market, and (ix) all other fees, costs and expenses referred to in or all of Part C of the Registration Statement. Except as provided in this Section 6, Section 7, and Section 8, hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel and 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, preparation and Section 7 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale undertaking of any “road show” presentations to be made to prospective investors (except the travel and accommodation expenses of the Shares by it, and any advertising expenses connected with any offers it may makeCompany’s employees).
Appears in 3 contracts
Samples: Underwriting Agreement (American Capital Strategies LTD), Underwriting Agreement (American Capital Strategies LTD), American Capital Strategies LTD
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other transfer, stamp taxes or similar taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all reasonable and documented filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or securities, blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandumCanadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable and documented fees and expenses of counsel for to the Agents Underwriters in connection with, with FINRA’s review review, if any, and approval of the AgentsUnderwriters’ participation in the offering and distribution of the SharesOffered Shares (provided that any such fees and expenses of counsel to the Underwriters payable by the Company shall not exceed $12,000), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, the travel and lodging expenses of employees and officers of the Company and any such consultants; provided that the Underwriters and the Company will each pay fifty percent (50%) of the cost of any aircraft chartered in connection with such “road show”, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NYSE and (ixx) all other fees, costs and expenses of the nature referred to under the caption “Expenses Related to the Offering” in the Registration Statement. For the avoidance of doubt, except as provided in subsection (viii) of this paragraph, the Underwriters agree to pay all costs fees and expenses relating to their travel and lodging on any “road show” undertaken in connection with the offering of the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Shareholder further agrees with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of its obligations hereunder which under this Agreement that are not otherwise specifically provided for in this Section. It is understoodherein, however, that, except as provided in this Sectionincluding but not limited to (i) fees and expenses of counsel and other advisors for the Selling Shareholder, and Section 7 hereof, (ii) expenses and taxes incident to the Agents will pay all of their own costs sale and expenses, including the fees of their counsel, transfer taxes on resale of any delivery of the Offered Shares to be sold by itthe Selling Shareholder to the Underwriters hereunder. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and any advertising expenses connected with any offers it may makethe Selling Shareholder, on the other hand.
Appears in 3 contracts
Samples: Underwriting Agreement (Manchester United PLC), Underwriting Agreement (Edward S. Glazer Irrevocable Exempt Trust), Underwriting Agreement (Manchester United PLC)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses associated of any consultants engaged in connection with listing the road show presentations with the prior approval of the Shares on Company, travel and lodging expenses of the NYSE; representatives, employees and officers of the Company and any such consultants, and (ix) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodRegistration Statement; provided, however, that, except that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 3 contracts
Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsUnderwriters, (iviii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including financial statements, statements and exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture and the Securities, (viv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters (including provided that the Company’s liability for any attorneys’ feesfees and expenses of the Underwriters under this clause (v) or the Agents shall be capped at $15,000) in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several states of the United States, and, if requested the provinces of Canada or other jurisdictions as agreed by the AgentsRepresentative and the Company (including, preparing without limitation, the cost of preparing, printing and printing a “Blue Sky Survey” mailing preliminary and final blue sky or memorandum, legal investment memoranda and any related supplements theretoto the Preliminary Prospectus, advising Time of Sale Information or the Agents of such qualificationsProspectus), registrations and exemptions, but not, however, legal (vi) the fees and expenses of the Agents’ Trustee, including the fees and disbursements of counsel incurred for the Trustee in connection with any of the foregoingIndenture and the Securities, (vii) any fees payable in connection with the rating of the Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Underwriters in connection with the review by FINRA, if any, of the terms of the sale of the Securities, and (ix) all fees and expenses (including reasonable fees and expenses of counsel for counsel) of the Agents Company in connection with, FINRA’s review and with approval of the Agents’ participation in Securities by the offering Depositary for “book-entry” transfer, and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and (ix) all other costs and expenses incident to the performance by the Company of its other obligations hereunder which are not otherwise specifically provided for in under this SectionAgreement. It is understood, however, that, except Except as provided in this SectionSection 6 and Sections 8, 9 and Section 7 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 3 contracts
Samples: Underwriting Agreement (International Lease Finance Corp), Underwriting Agreement (International Lease Finance Corp), Underwriting Agreement (International Lease Finance Corp)
Payment of Expenses. (a) The Company agrees to pay all the following costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation : (i) all expenses incident to the issuance and delivery of the Shares Notes (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent Trustee under the Indenture incident to the performance by the Trustee of the Common Sharesits obligations thereunder, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Notes to the AgentsInitial Purchaser, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (materials contained in the Disclosure Package, including financial statementsthe Preliminary Offering Memorandum, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the ProspectusFinal Offering Memorandum, and all amendments and supplements thereto, thereto and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Initial Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Notes for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsInitial Purchaser, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Initial Purchaser of such qualifications, registrations and exemptions, but not, however, legal fees and (vii) the expenses of the Agents’ counsel Company and the Initial Purchaser in connection with the marketing and offering of the Notes, including all transportation and other expenses incurred in connection with any presentations to prospective purchasers of the foregoing, (vii) the filing fees incident toNotes, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Conversion Shares on the NYSE; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionNasdaq Global Select Market. It is understood, however, that, except Except as provided in this SectionSection 4, Section 7 and Section 7 10 hereof, the Agents will Initial Purchaser shall pay all of their its own costs and expenses, including the fees and disbursements of their its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 3 contracts
Samples: Purchase Agreement (Jakks Pacific Inc), Purchase Agreement (Jakks Pacific Inc), Purchase Agreement (Jakks Pacific Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) up to an aggregate of $10,000 of all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(vii) up to an aggregate of $30,000 of the costs, however, legal fees and expenses of incurred by the Agents’ counsel incurred Underwriters in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses associated of any consultants engaged in connection with listing the road show presentations with the prior approval of the Shares on Company, travel and lodging expenses of the NYSE; representatives, employees and officers of the Company and any such consultants, and up to fifty percent of the cost of any aircraft chartered in connection with the road show with the Company’s prior consent, and (ix) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as expressly provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 3 contracts
Samples: Underwriting Agreement (Iovance Biotherapeutics, Inc.), Underwriting Agreement (Iovance Biotherapeutics, Inc.), Underwriting Agreement (Iovance Biotherapeutics, Inc.)
Payment of Expenses. The Company shall pay the Underwriters a non-accountable expense allowance equal to one percent (a1%) The of the gross proceeds from the Offering upon the Closing of the Offering, respectively. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Shares Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsOffering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) Company, or the Agents Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Representative of such qualifications, registrations and exemptions, but not, however, legal fees and expenses less any advances previously paid which as of the Agents’ counsel incurred in connection with any date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of the foregoingan invoice therefore, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and (ix) 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, and Section 7 hereof, the Agents will pay all of their own out-of-pocket costs and expenses, in total up to two hundred thousand dollars ($200,000) including the but not limited to, (A) fees of their counsel, transfer taxes on resale legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the Shares by itunderwriters including underwriter’s US & local counsel shall reasonably request, and any advertising (F) background check consultant. The Company has advanced eighty thousand dollars ($80,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances will be returned to the Company to the extent such out-of-pocket accountable expenses connected are not actually incurred or are less than the advances in accordance with any offers it may makeFINRA Rule 5110(g)(4).
Appears in 3 contracts
Samples: Underwriting Agreement (Galaxy Payroll Group LTD), Underwriting Agreement (Galaxy Payroll Group LTD), Underwriting Agreement (Galaxy Payroll Group LTD)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum (such “Blue Sky Survey” or memorandum, fees and expenses of counsel not to exceed $5,000) and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters in an amount not to exceed $20,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; Nasdaq and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, counsel and any advertising expenses connected with any offers it may maketheir own travel and lodging expenses.
Appears in 3 contracts
Samples: Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (ia) all expenses incident to the issuance and delivery of the Shares Units (including all printing and engraving costs), (iib) all fees and expenses of (i) the registrar and transfer agent of the Units and the Common SharesStock, and (ii) the warrant agent of the Warrants, (iiic) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Units to the AgentsUnderwriters, (ivd) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ve) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vif) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Units for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (viig) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, the FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the SharesUnits, (viiih) the fees and expenses associated with the listing of the Shares Units, the Common Stock and the Warrants on the NYSE; American Stock Exchange, (i) all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Units, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes, and (ixj) all other fees, costs and expenses incident referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodRegistration Statement; provided, however, that, except that Underwriters shall reimburse the Company up to $500,000 for any of the above expenses on the Closing Date. Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 3 contracts
Samples: Underwriting Agreement (Sports Properties Acquisition Corp.), Underwriting Agreement (Sports Properties Acquisition Corp.), Underwriting Agreement (Sports Properties Acquisition Corp.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and expenses, including the costs, fees and expenses of counsel, incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising (vii) the Agents of such qualificationscosts, registrations and exemptions, but not, however, legal fees and expenses of legal counsel to the Agents’ counsel Underwriters and the filing fees incurred by the Underwriters in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Representative, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (xi) the fees and expenses associated with listing of the Offered Shares on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the Registration Statement. Any such amount payable to the performance of its obligations hereunder which are not otherwise specifically provided underwriters may be deducted from the purchase price for in this Sectionthe Offered Shares. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Polarityte, Inc.), Underwriting Agreement (Polarityte, Inc.)
Payment of Expenses. (a) The Each of the Company and the Initial Guarantors, jointly and severally, agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident the preparation and filing of the Preliminary Offering Memorandum, the Pricing Supplement, the Final Offering Memorandum and any Company Additional Written Communications, and the printing and furnishing of copies of each thereof to the issuance and delivery of the Shares Initial Purchasers (including all printing costs of mailing and engraving costsshipment), (ii) all fees the issue, sale and expenses delivery of the registrar Securities including any stock or transfer taxes and transfer agent stamp or similar duties payable upon the sale, issuance or delivery of the Common SharesSecurities to the Initial Purchasers, (iii) all necessary issuethe producing, transfer word processing and/or printing of this Agreement, the Registration Rights Agreement, the Indenture, the Securities and other stamp taxes in connection with the issuance Exchange Securities, as well as any closing documents (including compilations thereof) and sale the reproduction and/or printing and furnishing of the Shares copies of each thereof to the AgentsInitial Purchasers (including costs of mailing and shipment), (iv) all the qualification of the Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and expenses of the Company’s counsel, independent public or certified public accountants filing fees and other advisorsdisbursements of counsel for the Initial Purchasers) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Initial Purchasers, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution performance of their obligations under the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Rights Agreement, (vi) all filing the fees and expenses incurred by the Company (including attorneys’ fees) or the Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Agents, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingTrustee, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the SharesSecurities by DTC for “book-entry” transfer, (viii) the fees rating of the Securities or the Exchange Securities, (ix) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Securities to prospective investors and the Initial Purchasers’ sales forces, including, without limitation, out of pocket expenses associated with listing the production of road show slides and graphics, travel, lodging and other expenses incurred by the officers of the Shares on Company in connection with the NYSE; road show and (ixx) all other costs and expenses incident to the performance of its the Company’s other obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 7 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makehereunder.
Appears in 2 contracts
Samples: Purchase Agreement (Energy Xxi (Bermuda) LTD), Purchase Agreement (Energy Xxi (Bermuda) LTD)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares by it to the AgentsUnderwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, and of one counsel for all of the Selling Stockholders, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriter of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriter in connection with, FINRAthe NASD’s review and approval of the Agents’ Underwriter’s participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; American Stock Exchange, and (ix) all other fees, costs and expenses incident referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 5, Section 7, Section 9 and Section 7 10 hereof, the Agents will Underwriter shall pay all of their its own costs and expenses, including the fees and disbursements of their its counsel, transfer . The Selling Stockholders each further agree with the Underwriter to pay all taxes on resale of any incident to the sale and delivery of the Shares to be sold by itsuch Selling Stockholder to the Underwriter hereunder. This Section 5 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and any advertising expenses connected with any offers it may makethe Selling Stockholders, on the other hand.
Appears in 2 contracts
Samples: Underwriting Agreement (Natural Gas Services Group Inc), Underwriting Agreement (Natural Gas Services Group Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, and advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal provided that the amount of such fees and expenses of the Agents’ counsel incurred in connection with to be paid shall not exceed $7,500 (excluding any of the foregoingfiling fees), (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, provided that the amount of such legal fees to be paid shall not exceed $25,000 (excluding any filing fees) (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the Company and the Underwriters shall each be responsible for 50% of the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Ardelyx, Inc.), Underwriting Agreement (Ardelyx, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Debentures (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of Trustee under the Common SharesIndenture , (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Debentures to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified registered public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Debentures for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Agents, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoinglaws, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Conversion Shares on the NYSE; New York Stock Exchange, (viii) all transportation and other expenses incurred by the Company in connection with presentations to prospective purchasers of the Debentures and (ix) all other fees, costs and expenses incident referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (St Jude Medical Inc), Underwriting Agreement (St Jude Medical Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the cost of any such chartered aircraft shall be borne 50% by the Company and 50% by the Underwriters, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance Registration Statement; provided that the fees and expenses of its obligations hereunder which are counsel with respect to clauses (vi) and (vii) above shall not otherwise specifically provided for exceed $25,000 in this Sectionthe aggregate. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Oncorus, Inc.), Underwriting Agreement (Oncorus, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and Company’s transfer agent of the Common Sharesagent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsTime of Sale Prospectus, exhibitsthe Preliminary Prospectus, schedules, consents and certificates of experts), each Issuer Free Writing the Prospectus and any free writing prospectus prepared by or on behalf of, used by or referred to by, the ProspectusCompany, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a blue sky survey or memorandum and a “Blue Sky SurveyCanadian wrap,” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations registrations, determinations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, to FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the SharesSecurities, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations and, with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and the Company’s share of the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Shares Securities on the NYSE; NYSE Amex LLC, and (ixx) all other fees, costs and expenses incident referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 5 or Section 8, Section 9 and Section 7 10 hereof, the Agents will Underwriters shall pay all of their its own costs and expenses, including the fees and disbursements of their its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Triangle Petroleum Corp), Triangle Petroleum Corp
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyhereunder, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock and of the Trustee under the Indenture, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, filing, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreementthe Operative Documents, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal exemptions (including the fees and expenses disbursements of counsel for the Agents’ counsel incurred Underwriters in connection with any of the foregoingan amount not to exceed $10,000), (vii) the filing fees incident to, expenses of the Company and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s review with the marketing and approval offering of the Agents’ participation Securities, including all transportation and other expenses incurred in the offering and distribution connection with presentations to prospective purchasers of the SharesSecurities, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes, (viii) the fees and expenses associated with listing of the Conversion Shares on the NYSE; New York Stock Exchange and (ix) all other fees, costs and expenses incident referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Mgic Investment Corp), Underwriting Agreement (Mgic Investment Corp)
Payment of Expenses. (a) The Except as specifically set forth herein, the Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyoffering of the Offered Shares hereunder, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of in an amount not to exceed $15,000 in the Agents’ counsel incurred in connection with any of the foregoingaggregate, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, in an amount not to exceed $15,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with the listing of the Offered Shares on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Acadia Pharmaceuticals Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisorsadvisors as well as the reasonable fees and disbursements of counsel to the Selling Stockholder (in an amount not to exceed $25,000), (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper” (such “Blue Sky Survey” or memorandum and “Canadian wrapper”, fees and expenses of counsel in an aggregate amount not to exceed $10,000), and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters in an amount not to exceed $25,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, with the remaining 50% of the cost of such aircraft being paid by the Underwriters, provided that the Company and the Representatives agree in advance to the charter of any aircraft, (ix) the fees and expenses associated with the supplemental listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel and travel and lodging expenses of their representatives and employees. The Selling Stockholder further agrees with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of its obligations hereunder which under this Agreement that are not otherwise specifically provided for in this Sectionherein, including but not limited to (i) fees and expenses of counsel and other advisors for the Selling Stockholder, (ii) fees and expenses of the Attorneys-in-Fact and (iii) expenses and taxes incident to the sale and delivery of the Secondary Offered Shares to be sold by the Selling Stockholder to the Underwriters hereunder. It is understoodThis Section 4 shall not affect or modify any separate, howevervalid agreement relating to the allocation of payment of expenses between the Company, that, except as provided in this Sectionon the one hand, and Section 7 hereofthe Selling Stockholder, on the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeother hand.
Appears in 2 contracts
Samples: Underwriting Agreement (Evolus, Inc.), Underwriting Agreement (Evolus, Inc.)
Payment of Expenses. (a) The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants in this Section 3 or extend the time for their performance. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Offered Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Time of Sale Prospectus, the IPO Prospectus and the Prospectuseach preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, memorandum and a “Canadian wrapper,” and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingas required, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in an amount not to exceed $25,000 in connection with, the required review by FINRA, (viii) the costs and expenses of the Company (and not the Representatives) relating to investor presentations on any Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the Offering, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and graphics, fees and expenses of counsel for the Agents any consultants engaged in connection with, FINRA’s review and with the Road Show presentations with the prior approval of the Agents’ participation in the offering Company, travel and distribution lodging expenses of the Sharesrepresentatives, employees and officers of the Company (and not the Representatives) and any such consultants, (viiiix) the fees and expenses associated with listing of the Shares Offered Securities on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 6, and Section 7 8 or Section 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Omega Alpha SPAC), Underwriting Agreement (Omega Alpha SPAC)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (ia) all expenses incident to the issuance and delivery of the Shares Units (including all printing and engraving costs), (iib) all fees and expenses of (i) the registrar and transfer agent of the Units and the Common SharesStock, and (ii) the warrant agent of the Warrants, (iiic) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Units to the AgentsUnderwriters, (ivd) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ve) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vif) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Units for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (viig) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, the FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the SharesUnits, (viiih) the fees and expenses associated with the listing of the Shares Units, the Common Stock and the Warrants on the NYSE; American Stock Exchange, (i) all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Units, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes, and (ixj) all other fees, costs and expenses incident referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (NRDC Acquisition Corp.), Underwriting Agreement (NRDC Acquisition Corp.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Offered Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the SharesOffered Securities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (in an amount not to exceed $15,000 with respect to this clause (vii)), (viii) the reasonable fees and disbursements of the Underwriters’ counsel in an amount not to exceed $150,000 (ix) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and up to 50% of the cost of any aircraft chartered in connection with the road show, (x) the fees and expenses associated with listing of the Shares Offered Securities on the NYSE; Nasdaq, and (ixxi) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 Section 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Praxis Precision Medicines, Inc.), Underwriting Agreement (Praxis Precision Medicines, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters up to an aggregate of $20,000 with respect to such counsel fees, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the employees and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, and (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionNasdaq. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale their own travel and lodging expenses and one-half of the cost of any of aircraft chartered in connection with the Shares by it, and any advertising expenses connected with any offers it may makeroad show.
Appears in 2 contracts
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.), Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Offered ADSs (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Ordinary Shares, (iii) all fees and expenses of the Depositary related to the Offered ADSs, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Offered ADSs to the AgentsUnderwriters, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the F-6 Registration Statement, the Exchange Act Registration Statement, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered ADSs for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(viii) the costs, however, legal fees and expenses of incurred by the Agents’ counsel incurred Underwriters in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the SharesOffered ADSs, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viiiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered ADSs, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters), (x) the fees and expenses associated with listing of the Shares Offered ADSs on the NYSE; NASDAQ, (xi) the costs, fees and expenses in connection with the Corporate Reorganization, (ixxii) all other fees, costs and expenses incident of the nature referred to under the heading “Expenses of the Offering” in the Registration Statement and (xiii) all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, in connection with matters related to the performance of its obligations hereunder Directed Shares which are not otherwise specifically provided designated by the Company for in this Section. It is understoodsale to Participants; provided, however, thatthat the costs, except fees and expenses of counsel in clauses (vii), (viii) and (xiii) shall in no event exceed $35,000 in the aggregate. Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, counsel and any advertising expenses connected with any offers it may maketheir travel and lodging expenses.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement (Nightstar Therapeutics LTD)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance issuance, sale and delivery of the Shares Offered ADSs (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Ordinary Shares, (iii) all fees and expenses of the Depositary related to the Offered ADSs, (iv) all necessary issue, transfer and other stamp taxes Transfer Taxes arising in connection with respect of the issuance and sale of the Shares Offered ADSs to the AgentsUnderwriters and the initial sale and delivery by the Underwriters to the purchasers thereof in the manner contemplated by this Agreement (to the extent payment for the same has not already been made pursuant to Section 3(v)), (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Testing-the-Waters Communication, and all amendments and supplements thereto, and this Agreement, (vivii) all filing fees, reasonable and documented attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered ADSs for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(viii) the costs, however, legal fees and expenses of incurred by the Agents’ counsel incurred Underwriters in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the SharesOffered ADSs, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viiiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Testing-the-Waters Communication or any Testing-the-Waters Oral Communication undertaken in connection with the offering of the Offered ADSs, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters), and (ix) the fees and expenses associated with listing of the Shares Offered ADSs on the NYSENASDAQ and Ordinary Shares underlying the ADSs on the London Stock Exchange; and (ix) 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 understoodprovided, however, thatthat the costs, except fees and expenses of counsel in clauses (vii) and (viii) shall in no event exceed $50,000 in the aggregate. Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Argo Blockchain PLC, Argo Blockchain PLC
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes taxes, including any interest and penalties, in connection with the issuance and sale issue, sale, or resale of any of the Offered Shares pursuant to this Agreement or the Agentsexecution and delivery of this Agreement, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Relmada Therapeutics, Inc.), Underwriting Agreement (Relmada Therapeutics, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Common Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Common Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Common Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by any of the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRAthe NASD’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Common Shares, (viii) the fees and expenses associated with listing quotation of the Common Shares on the NYSE; Nasdaq Stock Market, Inc. and (ix) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement. Except as provided in this Section 4, Section 6, Section 8 and Section 9 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Stockholders further agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of its their obligations hereunder under this Agreement which are not otherwise specifically provided for in herein, including but not limited to (i) fees and expenses of counsel and other advisors for such Selling Stockholders, (ii) fees and expenses of the Custodian and (iii) expenses and taxes incident to the sale and delivery of the Common Shares to be sold by such Selling Stockholders to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 of this SectionAgreement). It is understoodThis Section 4 shall not affect or modify any separate, howevervalid agreement relating to the allocation of payment of expenses between the Company, that, except as provided in this Sectionon the one hand, and Section 7 hereofthe Selling Stockholders, on the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeother hand.
Appears in 2 contracts
Samples: Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRAthe NASD’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing quotation of the Shares on the NYSE; and Nasdaq Stock Market, Inc., (ix) all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Shares, and (x) all other fees, costs and expenses incident referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Acadia Pharmaceuticals Inc)
Payment of Expenses. The Company shall pay the Underwriters a non-accountable expense allowance equal to one percent (a1%) The of the gross proceeds from the Offering upon the Closing of the Offering, respectively. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Shares Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsOffering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) Company, or the Agents Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Representative of such qualifications, registrations and exemptions, but not, however, legal fees and expenses less any advances previously paid which as of the Agents’ counsel incurred in connection with any date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of the foregoingan invoice therefore, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and (ix) 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, and Section 7 hereof, the Agents will pay all of their own out-of-pocket costs and expenses, in total up to one hundred and fifty thousand dollars ($150,000) including the but not limited to, (A) fees of their counsel, transfer taxes on resale legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the Shares by itunderwriters including underwriter’s US & local counsel shall reasonably request, and any advertising (F) background check consultant. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances will be returned to the Company to the extent such out-of-pocket accountable expenses connected are not actually incurred or are less than the advances in accordance with any offers it may makeFINRA Rule 5110(g)(4).
Appears in 2 contracts
Samples: Underwriting Agreement (IMMRSIV Inc.), Underwriting Agreement (IMMRSIV Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses up to a maximum aggregate amount of the Agents’ counsel incurred in connection with any of the foregoing$10,000, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, up to a maximum aggregate amount of $25,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the cost of any such charted aircraft shall be borne 50% by the Company and 50% by the Underwriters, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Synthorx, Inc.), Underwriting Agreement (Equillium, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesSecurities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent registered public or certified public accountants accounting firm and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the General Disclosure Package, the Prospectus and the Prospectuseach preliminary prospectus, each Testing-the-Waters Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Agents, preparing Canada and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but notin each case, howeverto the extent reasonably requested, legal (vii) the fees and disbursements of counsel for the Underwriters in an amount not to exceed $25,000 in connection with the required review by FINRA, (viii) the costs and expenses of the Company (and not the Representative) relating to investor presentations on any Road Show, any Testing-the-Waters Communication undertaken in connection with the Offering, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the Road Show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company (and not the Representative) and any such consultants, and the cost of any aircraft and any other transportation chartered in connection with the Road Show with the prior consent of the Company, (ix) the travel and lodging expenses of the Representative in connection with the Road Show in an amount not to exceed $20,000 in the aggregate, (x) the fees of counsel for the Underwriters related to the Offering (other than FINRA-related matters) in an amount not to exceed $100,000, (xi) the out-of-pocket fees and expenses of the Agents’ counsel incurred Representative related to the preparation of background checks and any other due diligence-related matters in connection with any of an amount not to exceed $20,000 in the foregoingaggregate, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the Shares, (viiixii) the fees and expenses associated with listing of the Shares Securities on the NYSE; Nasdaq, and (ixxiii) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this Section, and Section 7 or in Section 8, or Section 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (AltEnergy Acquisition Corp), Underwriting Agreement (AltEnergy Acquisition Corp)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its the Company’s and the Selling Stockholders’ respective obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer transfer, stamp and other stamp similar taxes payable in connection with the issuance and sale of the Offered Shares by the Selling Stockholders to the AgentsUnderwriters (other than taxes on the gain or income of the Selling Stockholders), (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations registrations, determinations and exemptions, but not, however, legal provided that the aggregate attorneys’ fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingpursuant to this clause (vi) shall not exceed $10,000, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters (such reasonable fees and expenses of counsel for the Underwriters not to exceed $10,000) in connection with, FINRA’s review review, if any, and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses associated of any consultants engaged in connection with listing the road show presentations with the prior approval of the Shares on Company, travel and lodging expenses of the NYSE; representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in order to transport representatives of the Company and the Underwriters in connection with the road show (with the hourly charges for flight time being limited to $1,300 per hour for a Falcon 50 aircraft or $1,700 per hour for a Falcon 900 aircraft), (ix) fees and expenses of counsel and other advisors for such Selling Stockholders, (x) expenses and taxes incident to the sale and delivery of the Offered Shares to be sold by such Selling Stockholders to the Underwriters hereunder (other than taxes on the gain or income of the Selling Stockholders) and (xi) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 7, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel. This Section 4 shall not affect or modify any separate, transfer taxes valid agreement relating to the allocation of payment of expenses between the Company, on resale of any of the Shares by itone hand, and any advertising expenses connected with any offers it may makethe Selling Stockholders, on the other hand.
Appears in 2 contracts
Samples: Underwriting Agreement (Regional Management Corp.), Underwriting Agreement (Regional Management Corp.)
Payment of Expenses. (a) The Company agrees to shall, regardless of whether the Offering contemplated by this Agreement and the Prospectus is consummated, be responsible for and shall pay all costs, fees and expenses incurred in connection with or incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyproposed Offering, including including, without limitation limitation, (iA) all expenses incident to the issuance and delivery registration of the Shares under the Act, (B) all costs of preparing stock certificates, including all printing and engraving costs), (iiC) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Agents, (ivD) all fees and expenses of the Company’s 's counsel, the Company's independent public or certified public accountants and any other advisorsexperts retained by or on behalf of the Company in connection with the Offering, (vE) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (Statement, the Prospectus, including all exhibits and financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements theretoprovided for herein, including, without limitation, any post-effective amendments, the blue sky memoranda and this Agreement, (viF) all the filing fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriter in connection with exemptions from qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale and determination of eligibility for investment under the state securities or blue sky laws or the provincial other securities laws of Canadasuch jurisdictions as the Underwriter may designate, and, if requested by the Agents, preparing (G) all travel and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents of such qualifications, registrations and exemptions, but not, however, legal lodging fees and expenses incurred by or on behalf of officers and representatives of the Agents’ counsel incurred Company in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution presentations to prospective purchasers of the Shares, (viiiH) all word processing charges, messenger and duplicating services, facsimile expenses and other customary expenses of the Company related to the proposed Offering, (I) the fees costs and expenses associated with relating to preparation and delivery to the Underwriter of five closing binders, (J) all applicable listing or other fees relating to the Shares, including, without limitation, the fees relating to quotation of the Shares Common Stock on the NYSE; Nasdaq National Market and (ixK) all other costs and expenses incident to the performance by the Company and such Selling Stockholders of its their obligations hereunder which are not otherwise specifically provided for in under this Section. It is understoodAgreement; provided, however, that, that except as provided in this Section, Section 6 and in Section 7 hereof11, the Agents will Underwriter shall pay all of their its own costs and expenses, including the fees costs and expenses of their its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesTransfer Agent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Time of Sale Prospectus, the Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the ProspectusCompany, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriter of such qualifications, registrations registrations, determinations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriter in connection with, FINRAthe NASD’s review and approval of the Agents’ Underwriter’s participation in the offering and distribution of the Offered Shares, (viii) the fees and expenses associated with listing of the Offered Shares on the NYSE; The Nasdaq Global Select Market and (ix) all other fees, costs and expenses incident referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 7, Section 8 and Section 7 9 hereof, the Agents will Underwriter shall pay all of their its own costs and expenses, including the fees and disbursements of their its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Gulfport Energy Corp), Underwriting Agreement (Gulfport Energy Corp)
Payment of Expenses. (a) The Company agrees to pay whether or not the transactions contemplated hereunder are consummated, all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation limitation, (i) all expenses incident to the issuance and delivery of the Common Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Common Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys' fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Common Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaBlue Sky laws, and, if requested by the AgentsRepresentatives, preparing and printing a “"Blue Sky Survey” " or memorandum, and any supplements thereto, and advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and to the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s NASD's review and approval of the Agents’ Underwriters' participation in the offering and distribution of the Common Shares, (viii) the fees and expenses associated with listing of the Shares Common Stock on the NYSE; Nasdaq National Market, and (ix) all other fees, costs and expenses incident referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of counsel (excluding those relating to the Shares by it, and any advertising expenses connected with any offers it may makematters set forth under subparagraph (vi) above).
Appears in 2 contracts
Samples: Underwriting Agreement (International Manufacturing Services Inc), Underwriting Agreement (International Manufacturing Services Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(vii) up to an aggregate of $30,000 of the costs, however, legal fees and expenses of incurred by the Agents’ counsel incurred Underwriters in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Glycomimetics Inc), Underwriting Agreement (Glycomimetics Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance sale and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Offered Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Shares on the NYSE; and NASDAQ, (ixx) all other costs fees and expenses incident to the performance of its the Selling Stockholders’ obligations hereunder which under this Agreement that are not otherwise specifically provided for herein, including but not limited to (A) fees and expenses of counsel and other advisors for such Selling Stockholders, (B) fees and expenses of the Custodian and Attorneys in this SectionFact, and (C) all expenses incident to the sale and delivery of the Offered Shares, and (xi) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, . The Selling Stockholders further agree with each Underwriter to pay (directly or by reimbursement) all taxes incident to the sale and delivery of the Offered Shares to be sold by such Selling Stockholders to the Underwriters hereunder (other than stock transfer taxes payable on resale of any of the Shares by itthe Underwriters) (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 of this Agreement). This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and any advertising expenses connected with any offers it may makethe Selling Stockholders, on the other hand.
Appears in 2 contracts
Samples: Underwriting Agreement (TCV v Lp), Underwriting Agreement (TechTarget Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) up to an aggregate of $10,000 of all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(vii) up to an aggregate of $30,000 of the costs, however, legal fees and expenses of incurred by the Agents’ counsel incurred Underwriters in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and up to fifty percent of the cost of any aircraft chartered in connection with the road show with the Company’s prior consent, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as expressly provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Iovance Biotherapeutics, Inc.), Underwriting Agreement (Iovance Biotherapeutics, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, the FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and Nasdaq Stock Market, Inc., (ix) all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Shares, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes and (x) all other fees, costs and expenses incident referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Archemix Corp.), Underwriting Agreement (Archemix Corp.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its the obligations of the Company and the Selling Stockholders hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys' fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or any other country, and, if requested by the AgentsRepresentatives, preparing and printing a “"Blue Sky Survey” Memorandum," an "International Blue Sky Memorandum" or memorandumany other memoranda, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters' Counsel in connection with, FINRA’s the NASD review and approval of the Agents’ Underwriters' participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Common Shares on the NYSE; Nasdaq National Market, and (ix) all other fees, costs and expenses incident referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this Section, and Section 7 hereof5 or in Section 6 or 7, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel. This Section 5 shall not affect or modify any separate, transfer taxes valid agreement relating to the allocation of payment of expenses between the Company, on resale of any of the Shares by itone hand, and any advertising expenses connected with any offers it may makethe Selling Stockholders, on the other hand.
Appears in 2 contracts
Samples: Underwriting Agreement (Netegrity Inc), Underwriting Agreement (Netegrity Inc)
Payment of Expenses. (a) The Representative, on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants in this Section 3 or extend the time for their performance. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Offered Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Time of Sale Prospectus, the IPO Prospectus and the Prospectuseach preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, memorandum and a “Canadian wrapper,” and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingas required, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in an amount not to exceed $25,000 in connection with, the required review by FINRA, (viii) all costs and expenses of the Company relating to investor presentations on any Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the Offering, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and graphics, fees and expenses of counsel for the Agents any consultants engaged in connection withwith the Road Show presentations, FINRA’s review travel, food and approval of lodging expenses associated with the Agents’ participation in the offering and distribution of the SharesRoad Show marketing trips, (viiiix) the fees and expenses associated with listing the Offered Securities on Nasdaq, (x) the costs of background checks and any due diligence meetings, (xi), transfer taxes, if any, and the Shares on the NYSE; transfer agent and registrar fees and (ixxii) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 6, and Section 7 8 or Section 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (ABG Acquisition Corp. I), Underwriting Agreement (ABG Acquisition Corp. I)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Offered Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent registered public or certified public accountants accounting firm and its other advisorsadvisors (excluding the Underwriters), (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Exchange Act Registration Statement and the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Time of Sale Prospectus, the Prospectus and the Prospectuseach preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, memorandum and a “Canadian wrapper,” and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but notin each case, however, legal fees and expenses of to the Agents’ counsel incurred in connection with any of the foregoingextent reasonably requested, (vii) the filing fees incident toand disbursements of counsel for the Underwriters in an amount not to exceed $25,000 in connection with, the required review by FINRA, (viii) the costs and expenses of the Company (and not the Representative) relating to investor presentations on any Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the Offering, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and graphics, and the reasonable fees and expenses of counsel for the Agents any consultants engaged in connection with, FINRA’s review and with the Road Show presentations with the prior approval of the Agents’ participation in the offering Company, travel and distribution lodging expenses of the Sharesrepresentatives, employees and officers of the Company (and not the Representative) and any such consultants, and one half of the cost of any aircraft and any other transportation chartered in connection with the Road Show with the prior consent of the Company, (viiiix) the fees and expenses associated with listing of the Shares Offered Securities on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance Registration Statement. Notwithstanding the foregoing, the amount of its obligations hereunder fees and expenses for which are the Underwriters shall be entitled to seek reimbursement from the Company under this Section 4 shall not otherwise specifically provided for exceed $100,000 in this Sectionthe aggregate without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed). It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 6, and Section 7 8 or Section 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (LF Capital Acquisition Corp. II), Underwriting Agreement (LF Capital Acquisition Corp. II)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its and the Selling Shareholders obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys' fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “"Blue Sky Survey” ," an "International Blue Sky Survey" or other memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s the NASD's review and approval of the Agents’ Underwriters' participation in the offering and distribution of the Offered Shares, (viii) the fees and expenses associated with listing of the Offered Shares on the NYSE; and , (ix) except as otherwise has been agreed in writing by the Company and the Representative, all costs and expenses incident to the travel and accommodation of the Company's employees on the "roadshow," (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Offered Shares made by the underwriters caused by a breach of the Company's representations in Section 1.1 (the "Representations and Warranties of the Company") hereof, and (xi) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement. Except as provided in this Section 5, Section 6 (the "Reimbursement of the Underwriters' Expenses"), Section 8 ("Indemnification") and Section 9 ("Contribution") hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Shareholders further agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of its their obligations hereunder under this Agreement which are not otherwise specifically provided for in this Section. It is understoodherein, howeverincluding, thatbut not limited to, except as provided in this Section(i) fees and expenses of counsel and other advisors for such Selling Shareholders, (ii) fees and expenses of the Custodian, and Section 7 hereof, (iii) expenses and taxes incident to the Agents will pay all of their own costs sale and expenses, including the fees of their counsel, transfer taxes on resale of any delivery of the Offered Shares to be sold by itsuch Selling Shareholders to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 (the "Purchase, Sale and Delivery of the Offered Shares") hereof). This Section 5 shall not affect or modify any separate valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and any advertising expenses connected with any offers it may makethe Selling Shareholders, on the other hand.
Appears in 2 contracts
Samples: Underwriting Agreement (Red Lion Hotels CORP), Underwriting Agreement (Red Lion Hotels CORP)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Offered Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each Issuer Free Writing Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and the each Preliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filings fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, reasonable travel and lodging expenses of the Representative approved by the Company in advance, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; and NYSE American, (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the Registration Statement and (xi) all actual and documented out-of-pocket expenses and all fees of the Underwriter’s legal counsel and other out-of-pocket expenses of the Underwriters reasonably incurred in connection with the transactions contemplated hereby; provided, that the amount payable pursuant to the performance foregoing clauses (vi), (vii) and (xi) shall not exceed $100,000, (xii) the costs and fees of its obligations hereunder any escrow agent and the actual out-of-pocket costs incurred by the Underwriters in connection with clearing agent settlement and financing, which are cost shall not otherwise specifically provided exceed $10,000, (xiii) $35,000 to Wxxxxxxxxx for in this Section. It is understood, however, that, except as provided in this Sectionnon-accountable expenses, and Section 7 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any (xiv) a management fee to Wxxxxxxxxx equal to 1% of the Shares gross proceeds raised by it, the Company in the offering on the First Closing Date and any advertising expenses connected with any offers it Option Closing Date (assuming the public offering price). Any such amount payable to the Underwriters may makebe deducted from the purchase price for the Offered Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (InspireMD, Inc.), Underwriting Agreement (InspireMD, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred exemptions in connection with any of the foregoingan amount not to exceed $5,000, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, provided that such legal fees of, and disbursements by, counsel to the Underwriters shall not exceed $25,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the employees and officers of the Company and any such consultants, and the cost of 50% of any aircraft chartered in connection with the road show and (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionNasdaq. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale their own travel and lodging expenses and 50% of the cost of any of aircraft chartered in connection with the Shares by it, and any advertising expenses connected with any offers it may makeroad show.
Appears in 2 contracts
Samples: Underwriting Agreement (KalVista Pharmaceuticals, Inc.), Underwriting Agreement (KalVista Pharmaceuticals, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, Agreement (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRAto NASD’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees all transportation and other expenses associated incurred in connection with listing presentations to prospective purchasers of the Shares on the NYSE; and (ix) all other fees, costs and expenses incident referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Global Traffic Network, Inc., Global Traffic Network, Inc.
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsUnderwriters, (iviii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including financial statements, statements and exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture and the Securities, (viv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters (including provided that the Company’s liability for any attorneys’ feesfees and expenses of the Underwriters under this clause (v) or the Agents shall be capped at $15,000) in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several states of the United States, and, if requested the provinces of Canada or other jurisdictions as agreed by the AgentsRepresentatives and the Company (including, preparing without limitation, the cost of preparing, printing and printing a “Blue Sky Survey” mailing preliminary and final blue sky or memorandum, legal investment memoranda and any related supplements theretoto the Preliminary Prospectus, advising Time of Sale Information or the Agents of such qualificationsProspectus), registrations and exemptions, but not, however, legal (vi) the fees and expenses of the Agents’ Trustee, including the fees and disbursements of counsel incurred for the Trustee in connection with any of the foregoingIndenture and the Securities, (vii) any fees payable in connection with the rating of the Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Underwriters in connection with the review by FINRA, if any, of the terms of the sale of the Securities, and (ix) all fees and expenses (including reasonable fees and expenses of counsel for counsel) of the Agents Company in connection with, FINRA’s review and with approval of the Agents’ participation in Securities by the offering Depositary for “book-entry” transfer, and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and (ix) all other costs and expenses incident to the performance by the Company of its other obligations hereunder which are not otherwise specifically provided for in under this SectionAgreement. It is understood, however, that, except Except as provided in this SectionSection 6 and Sections 8, 9 and Section 7 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (International Lease Finance Corp), Underwriting Agreement (International Lease Finance Corp)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and up to $10,000 of legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 2 contracts
Samples: Underwriting Agreement (MEI Pharma, Inc.), Underwriting Agreement (MEI Pharma, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its the Company’s obligations hereunder and in connection with the transactions contemplated herebyOffering, including without limitation (i) all expenses incident to the issuance or transfer and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance or transfer and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, memorandum and a “Canadian wrapper,” and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations registrations, determinations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; NASDAQ and (ix) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this Section, and Section 4 or in Section 7 or Section 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale counsel to the Underwriters. The provisions of this Section 4 shall not affect any agreement that the Company may make for the sharing of the Shares by it, such costs and any advertising expenses connected with any offers it may makeexpenses.
Appears in 2 contracts
Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.), Underwriting Agreement (Acadia Healthcare Company, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares to be issued or sold by the Company (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters and the resale of the Offered Shares to be issued or sold by the Company by the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters not to exceed $25,000 in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the reasonable legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement and (xi) all costs and expenses of the Underwriters, including the reasonable fees and disbursements of counsel for the Underwriters, in connection with matters related to the Directed Shares which are designated by the Company for sale to Participants. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel and travel and lodging expenses (including one half of the cost of any aircraft chartered in connection with the roadshow and stock transfer taxes on any resale of any of the Offered Shares by them). The Selling Stockholder further agrees with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of its their obligations hereunder which under this Agreement that are not otherwise specifically provided for in herein, including but not limited to (i) fees and expenses of counsel and other advisors for Selling Stockholder and (ii) fees, expenses and taxes incident to the sale and delivery of the Offered Shares to be sold by the Selling Stockholder to the Underwriters hereunder and the resale of such Offered Shares by the Underwriters (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 of this SectionAgreement). It is understoodThis Section 4 shall not affect or modify any separate, howevervalid agreement relating to the allocation of payment of expenses between the Company, that, except as provided in this Sectionon the one hand, and Section 7 hereofthe Selling Stockholder, on the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeother hand.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters (not to exceed $20,000) in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters , (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsShares, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, including the filing fees payable to the Commission relating to the Shares (within the time required by Rule 456(b)(1), if applicable), and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by such qualification or registration is required to sell the Agents, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingShares, (vii) the filing fees incident to, and the reasonable fees costs and expenses of counsel for the Agents Company relating to investor presentations undertaken in connection with, FINRA’s review and approval with the marketing of the Agents’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of including the Shares on the NYSE; and (ix) 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, and Section 7 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.and
Appears in 1 contract
Samples: Sales Agency Agreement (Chicago Bridge & Iron Co N V)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and Company’s transfer agent of the Common Sharesagent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Agents, (iv) all fees and expenses of the Company’s counsel, independent public 2085477v11 or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement Statements (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Time of Sale Prospectus, the Preliminary Prospectus, the Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the ProspectusCompany, and all amendments and supplements thereto, and this Agreement, (viv) all filing fees and reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” blue sky survey or memorandum, and any supplements thereto, advising the Agents Representative of such qualifications, registrations registrations, determinations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (viivi) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations and, with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and the Company’s share of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing of the Offered Shares on the NYSE; and NASDAQ, (ix) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares, and (x) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statements. Except as provided in this Section 6 or Section 9, Section 10 and Section 11 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Stockholders further agree to pay (directly or by reimbursement) all fees and expenses incident to the performance of its their obligations hereunder under this Agreement which are not otherwise specifically provided for in this Sectionherein, including but not limited to (i) fees and expenses of counsel and of the Custodian which shall be paid out of the Selling Stockholders' portion of the proceeds from the Offering; and (ii) fees and expenses of other advisors for such Selling Stockholders. It is understoodThis Section 6 shall not affect or modify any separate, howevervalid agreement relating to the allocation of payment of expenses between the Company, that, except as provided in this Sectionon the one hand, and Section 7 hereofthe Selling Stockholders, on the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeother hand.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesTransfer Agent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada (or other foreign laws), and, if requested by the AgentsUnderwriter, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriter of such qualifications, registrations registrations, determinations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriter in connection with, FINRAthe NASD’s review review, if any, and approval of the Agents’ Underwriter’s participation in the offering and distribution of the Offered Shares, (viii) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ Global Select Market, and (ix) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 7, Section 8 and Section 7 9 hereof, the Agents will Underwriter shall pay all of their its own costs and expenses, including the fees and disbursements of their its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts)Offering Documents, each Issuer Free Writing Prospectus and free writing prospectus prepared by or on behalf of, used by, or referred to by the ProspectusCompany, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, memorandum and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(vii) the costs, howeverfees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offer and sale of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of the Agents’ counsel incurred any consultants engaged in connection with any the road show presentations with the prior approval of the foregoingCompany, (vii) travel and lodging expenses of the filing fees incident torepresentatives, employees and officers of the Company and any such consultants, and the reasonable fees and expenses cost of counsel for the Agents any aircraft chartered in connection withwith the road show, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the Shares, (viiiix) the fees and expenses associated with listing of the Offered Shares on the NYSE; TSX and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionNASDAQ. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 Section 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, memorandum and a “Canadian wrapper” and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingan amount not to exceed $15,000, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, in an amount not to exceed $20,000 (excluding filing fees), (viii) the costs and expenses of the Company relating to investor presentations on any “road show,” any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; provided, however, that the Underwriters and the Company agree that the Underwriters shall be responsible for the payment of the Underwriters’ food and lodging expenses and fifty percent (50%) of the cost of aircraft and other transportation chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Samples: Underwriting Agreement (Five Prime Therapeutics Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Offered Securities and Warrant Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Offered Securities to the AgentsUnderwriters and the initial resale of the Offered Securities by the Underwriters as contemplated by this Agreement, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable and documented attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the SharesOffered Securities, including any related filing fees and the reasonable and documented legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and up to fifty percent (50%) of the cost of any aircraft chartered in connection with the road show with the Company’s prior consent, (ix) the fees and expenses associated with listing of the Offered Shares and Warrant Shares on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodRegistration Statement; provided, however, that, except that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $20,000 in the aggregate. Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal ; provided that such fees and expenses of do not exceed $15,000 in the Agents’ counsel incurred in connection with any of the foregoingaggregate, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters; provided that such fees and expenses do not exceed $15,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show with the prior approval of the Company, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; , and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counselcounsel and other advisors. The Underwriters will reimburse the Company the reasonable and documented fees of its independent registered public accounting firm, transfer taxes on resale of any of the Shares by itnot to exceed $25,000, and any advertising expenses connected in connection with any offers it may makediligence matters.
Appears in 1 contract
Payment of Expenses. (a) The Company hereby agrees to pay all costs, fees costs and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (ia) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Agents, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping distribution, and distribution mailing of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents and certificates of expertsthe Preliminary Prospectus(es), each Issuer any Permitted Free Writing Prospectus and Prospectus, the Prospectus, and all any amendments and or supplements thereto, this Agreement and this Agreementany related underwriting documents, including the cost of all copies thereof supplied to the Underwriter in quantities as hereinabove stated, (vib) all filing fees the issuance, offer, sale, transfer, and expenses incurred by delivery (as applicable) of the Company Shares, including any transfer or other taxes payable thereon, (including attorneys’ feesc) or the Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the applicable state securities or blue sky laws or securities laws, including the provincial securities laws costs of Canadaprinting and mailing the preliminary and final blue sky memorandum and the disbursements in connection therewith, and(d) the filing fees payable to the Commission, if requested by the Agents, preparing and printing a “Blue Sky Survey” or memorandumNASD, and any supplements theretojurisdictions in which qualification of the Shares is sought, advising (e) the Agents of such qualificationsfees, registrations and exemptions, but not, however, legal fees disbursements and expenses of the Agents’ Company’s counsel incurred and accountants in connection with any the registration of the foregoingShares under the Securities Act, (viif) any fees relating to the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on The American Stock Exchange or any other market upon which the NYSE; and Company lists the Common Stock, (ixg) all other costs and expenses incident to the performance cost of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodprinting certificates representing the Shares, however, that, except as provided in this Section, and Section 7 hereof, the Agents will pay all of their own costs and expenses, including (h) the fees of their the transfer agent for the Common Stock, (i) all costs associated with the Company’s “road show” with respect to the offer and sale of Shares as contemplated by the Prospectus, and (j) the reimbursement to the Underwriter for any and all expenses incurred by the Underwriter related to the offer and sale of Shares as contemplated by the Prospectus, including, but not limited to, all fees and disbursements of the Underwriter’s counsel, transfer taxes on resale up to a maximum of any of the Shares by it, and any advertising expenses connected with any offers it may make$100,000.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each Permitted Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s review and approval approval, if required, of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares Common Stock on the NYSE; and New York Stock Exchange, (ix) all of the Company’s transportation and other expenses incurred in connection with presentations to prospective purchasers of the Shares, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes, (x) all other fees, costs and expenses incident referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) up to an aggregate of $10,000 of all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(vii) up to an aggregate of $10,000 of the costs, however, legal fees and expenses of incurred by the Agents’ counsel incurred Underwriters in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show,” including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Samples: Underwriting Agreement (Cytrx Corp)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred exemptions in connection with any of the foregoingan amount not to exceed $15,000, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters in an amount not to exceed $30,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show,” any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale their own travel and lodging expenses and 50% of the cost of any of aircraft chartered in connection with the Shares by it, and any advertising expenses connected with any offers it may makeroad show.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Ordinary Shares, (iii) all necessary fees and expenses of the Depositary related to the Offered Securities, (iv) all VAT, issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Offered Securities to the AgentsUnderwriters, (ivv) all fees and expenses of the Company’s counselcounsels, independent public or certified public accountants and other advisors, (vvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus, the French Listing Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(viii) the costs, however, legal fees and expenses of incurred by the Agents’ counsel incurred Underwriters in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the SharesOffered Securities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such fees and expenses of counsel, together with the fees and expenses described in clause (vii) above, not to exceed $35,000 in the aggregate), (viiiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered, if approved by the Company, in connection with the road show (with the remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing of the Offered ADSs on Nasdaq and with listing the Offered Shares and all Ordinary Shares underlying the Offered ADSs on the NYSE; Euronext and (ixx) all other fees, costs and expenses incident of the nature referred to under the performance of its obligations hereunder which are not otherwise specifically provided for caption “Expenses Relating to this Offering” in this Sectionthe Registration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makecounsels.
Appears in 1 contract
Payment of Expenses. (a) The Each of the Company and the Operating Partnership, jointly and severally, agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing the costs, fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriter in connection with qualifying or registering (or obtaining exemptions from determining its compliance with the qualification or registration of) all or any part rules and regulations of FINRA related to the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Agents, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRAUnderwriter’s review and approval of the Agents’ participation in the offering and distribution of the Offered Shares, including the legal fees of, and disbursements by, counsel to the Underwriter not in excess of $5,000.00, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft and other transportation chartered in connection with the road show (except that the Underwriter shall pay lodging, commercial airfare and other expenses attributable to employees of the Underwriter and one-half of the cost of any aircraft chartered in connection with the roadshow), (viii) the fees and expenses associated with listing of the Shares on the NYSE; NYSE and (ix) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriter shall pay all of their its own costs and expenses, including the fees and disbursements of their its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Samples: Underwriting Agreement (National Storage Affiliates Trust)
Payment of Expenses. (a) The Company agrees and the Selling Stockholders, jointly and severally, agree to pay in such proportions as they may agree upon among themselves all costs, fees and expenses incurred in connection with the performance of its their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, 's counsel and independent public or certified public accountants and other advisorsaccountants, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all costs and expenses incurred by Underwriters counsel in connection with the Directed Share Program, (vii) all filing fees, attorneys' fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or any other country, and, if requested by the AgentsRepresentatives, preparing and printing a “"Blue Sky Survey” ," an "International Blue Sky Survey" or other memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (viiviii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s the NASD review and approval of the Agents’ Underwriters' participation in the offering and distribution of the Common Shares, (viiiix) the fees and expenses associated with listing including the Shares in the Nasdaq National Market, (x) all costs and expenses incident to the travel and accommodation of the Shares Company's employees on the NYSE; "roadshow," and (ixxi) all other fees, costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 5, Section 6, and Section 7 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Stockholders further agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of its their obligations hereunder under this Agreement which are not otherwise specifically provided for in herein, including but not limited to (a) fees and expenses of counsel for such Selling Stockholders, (b) fees and expenses of the Custodian and (c) expenses and taxes incident to the sale and delivery of the Common Shares to be sold by such Selling Stockholders to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 of this SectionAgreement). It is understoodThis Section 5 shall not affect or modify any separate, howevervalid agreement relating to the allocation of payment of expenses between the Company, that, except as provided in this Sectionon the one hand, and Section 7 hereofthe Selling Stockholders, on the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeother hand.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all the following costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable and documented attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and(vii) the costs and expenses of the Company relating to investor presentations on any “road show”, if requested by any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the Agentsoffering of the Offered Shares, preparing including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and printing a “Blue Sky Survey” or memorandumgraphics, and any supplements thereto, advising the Agents of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred any consultants engaged in connection with any of the foregoing, (vii) road show presentations with the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and prior approval of the Agents’ participation in the offering Company, travel and distribution lodging expenses of the Sharesrepresentatives, employees and officers of the Company and any such consultants, and one half of the cost of any aircraft chartered in connection with the road show, with the other half being paid by the Underwriters, (viii) the fees and expenses associated with listing of the Offered Shares on the NYSE; Nasdaq, and (ix) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, counsel and any advertising expenses connected with any offers it may maketheir own travel and lodging expenses.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations registrations, determinations and exemptions, but not, however, legal provided that the aggregate attorneys’ fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingpursuant to this clause (vi) shall not exceed $10,000, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, the FINRA’s review review, if any, and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, provided that the aggregate attorneys’ fees and expenses pursuant to this clause (vii) shall not exceed $30,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show,” any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication, undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Representatives, employees and officers of the Company and of the Representatives and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, with the other 50% being paid by the Underwriters, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; and Nasdaq Global Market, (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the Registration Statement and (xi) all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, in connection with matters related to the performance of its obligations hereunder Directed Shares which are not otherwise specifically provided designated by the Company for in this Sectionsale to Participants. It is understood, however, that, except Except as provided in this SectionSection 4, Section 7, Section 9 and Section 7 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and expenses incurred by the Company (including attorneys’ fees) or the Agents in connection with the review and qualification of the offering of the Securities by FINRA and qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Agents, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingLaws, (vii) up to $90,000 for the filing fees incident toUnderwriters’ reasonable, necessary and documented out of pocket expenses relating to the reasonable Offering, including the fees and expenses of counsel for to the Agents Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with, FINRA’s review and with the road show presentations with the prior approval of the Agents’ participation in the offering Company, travel and distribution lodging expenses of the Sharesemployees and officers of the Company and any such consultants, (viiiix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NYSE American, LLC, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the Registration Statement. Any such undisputed amount payable to the performance of its obligations hereunder which are not otherwise specifically provided Underwriters may be deducted from the purchase price for in this Sectionthe Securities. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 hereof9 or Section 10, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale and all travel, lodging and other expenses of the Underwriters or any of the Shares their respective employees incurred by it, and any advertising expenses connected them in connection with any offers it may makeroad show.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), ; (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, ; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Agents, Underwriters; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, ; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, ; (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, memorandum and a “Canadian wrapper,” and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, ; (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters; (viii) the costs and expenses of the Company relating to investor presentations on any “road show,” any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Shares, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Representatives, employees and officers of the Company and any such consultants; (ix) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Shares and all fees and expenses associated with listing of the Offered Shares on the NYSENasdaq; (x) the fees and disbursements of counsel for the Underwriters; and (ixxi) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodRegistration Statement; provided, however, that, except that in no event shall the Company be required to reimburse the Underwriters in an amount that exceeds $50,000. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in this SectionSection 4 or in Section 7, and Section 7 hereof9 or Section 10, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Common Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Common Stock to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, any free writing prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Common Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsUnderwriters, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(vii) the expenses of the Company and the Underwriters in connection with the marketing and offering of the Common Shares, howeverincluding, legal without limitation, expenses associated with investor presentations on any “road show,” expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of the Agents’ counsel incurred any consultants engaged in connection with any the road show presentations with the prior approval of the foregoingCompany, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (viiviii) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, including the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the Agents’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and (ix) all other costs and expenses incident payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionCommission relating to the Common Shares. It is understood, however, that, except Except as provided in this SectionSection 5, Section 7, and Section 7 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Samples: Underwriting Agreement (Walter Industries Inc /New/)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and to the reasonable fees and expenses of counsel for the Agents in connection with, FINRANASD’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees all transportation and other expenses associated incurred in connection with listing presentations to prospective purchasers of the Shares on the NYSE; Shares, and (ix) all other fees, costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4, Section 6, Section 8 and Section 9 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Stockholders further agree to pay (directly or by reimbursement) all fees and expenses incident to the performance of its their obligations hereunder under this Agreement which are not otherwise specifically provided for in this Section. It is understoodherein, howeverincluding, thatbut not limited to, except as provided in this Section, (i) fees and Section 7 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale expenses of any special counsel and other advisors for such Selling Stockholders, (ii) fees and expenses of the Custodian and (iii) expenses and taxes incident to the sale and delivery of the Shares to be sold by itsuch Selling Stockholders to the Underwriters hereunder (which taxes, and any advertising expenses connected with any offers it if any, may makebe deducted by the Custodian under the provisions of Section 2 of this Agreement).
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other transfer, stamp taxes or similar taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all reasonable and documented filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or securities, blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandumCanadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable and documented fees and expenses of counsel for to the Agents Underwriters in connection with, with FINRA’s review review, if any, and approval of the AgentsUnderwriters’ participation in the offering and distribution of the SharesOffered Shares (provided that any such fees and expenses of counsel to the Underwriters payable by the Company shall not exceed $30,000), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, the travel and lodging expenses of employees and officers of the Company and any such consultants; provided that the Underwriters and the Company will each pay fifty percent (50%) of the cost of any aircraft chartered in connection with such “road show”, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NYSE and (ixx) all other fees, costs and expenses of the nature referred to under the caption “Expenses Related to the Offering” in the Registration Statement. For the avoidance of doubt, except as provided in subsection (viii) of this paragraph, the Underwriters agree to pay all costs fees and expenses relating to their travel and lodging on any “road show” undertaken in connection with the offering of the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Shareholder further agrees with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of its obligations hereunder which under this Agreement that are not otherwise specifically provided for in this Section. It is understoodherein, however, that, except as provided in this Sectionincluding but not limited to (i) fees and expenses of counsel and other advisors for the Selling Shareholder, and Section 7 hereof, (ii) expenses and taxes incident to the Agents will pay all of their own costs sale and expenses, including the fees of their counsel, transfer taxes on resale of any delivery of the Offered Shares to be sold by itthe Selling Shareholder to the Underwriters hereunder. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and any advertising expenses connected with any offers it may makethe Selling Shareholder, on the other hand.
Appears in 1 contract
Payment of Expenses. (a) The Except as otherwise expressly set forth in this Agreement, the Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its the Company and the Selling Shareholders of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance sale and delivery of the Shares (including all printing and engraving costs); provided, however, that any Transfer Taxes shall be paid as provided elsewhere in this Agreement, (ii) all fees and expenses of the registrar and transfer agent of the Common Ordinary Shares, (iii) all necessary issue, transfer fees and other stamp taxes in connection with the issuance and sale expenses of the Shares Custodian related to the AgentsShares, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, the Preliminary Prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters; provided, however, that such legal fees, taken together with the legal fees described in the immediately preceding clause, shall not exceed $25,000, in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior written approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants (it being understood that the Underwriters will pay or cause to be paid the travel and lodging expenses of their representatives), and 50% of the cost of any aircraft chartered in connection with the road show (it being understood that the Underwriters will pay or cause to be paid the other 50% of the cost of such aircraft). and (ix) the fees and expenses associated with maintaining the listing of the Shares on the NYSE; Nasdaq. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Shareholders further agree with each Underwriter to pay (ixdirectly or by reimbursement) all other costs fees and expenses incident to the performance of its their obligations hereunder which under this Agreement that are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 7 hereof, the Agents will pay all of their own costs and expensesherein, including but not limited to (i) reasonable fees and expenses of counsel and other advisors for such Selling Shareholders and (ii) expenses and Transfer Taxes incident to the fees of their counsel, transfer taxes on resale of any sale and delivery of the Shares to be sold by itsuch Selling Shareholders to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 of this Agreement). This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and any advertising expenses connected with any offers it may makethe Selling Shareholders, on the other hand.
Appears in 1 contract
Samples: Underwriting Agreement (NewAmsterdam Pharma Co N.V.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Offered Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Offered Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingan amount not to exceed $10,000, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the SharesOffered Securities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, in an amount, together with the fees incurred in connection with (vi) above, not to exceed $15,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing of the Shares Offered Securities on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRAthe NASD’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing quotation of the Shares on the NYSE; and Nasdaq Global Market, Inc., (ix) all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Shares, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes and (x) all other fees, costs and expenses incident referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus and any Permitted Free Writing Prospectus and the ProspectusProspectuses, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or any other country, and, if requested by the AgentsUnderwriters, preparing and printing a “Blue Sky Survey”, an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but notprovided, however, legal that any such fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingUnderwriters shall not exceed $10,000, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s the NASD review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of including the Shares on the NYSE; and NASDAQ Capital Market, (ix) all other costs and expenses incident to the performance travel and accommodation of its obligations hereunder which are not otherwise specifically provided for the Company’s employees on any “roadshow”, including one-half the cost of any aircraft chartered in this Sectionconnection with attending or hosting such meetings, and (x) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement. It is understood, however, that, except Except as provided in this SectionSection 5, Section 6, and Section 7 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but notin an amount not to exceed $7,500, however, legal (vii) the fees and expenses of the Agents’ counsel incurred in connection with any of Underwriters including the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of the counsel for to the Agents Underwriters, payable upon the execution of this Agreement, in an amount not to exceed $100,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with, FINRA’s review and approval of the Agents’ participation in with the offering and distribution of the Shares, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Representative, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (viiiix) the fees and expenses associated with listing of the Shares Securities on the NYSE; NYSE American, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the Registration Statement. Any such amount payable to the performance of its obligations hereunder which are not otherwise specifically provided Underwriters may be deducted from the purchase price for in this Sectionthe Securities. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 hereof9 or Section 10, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Rule 163B Communications and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable and documented attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, memorandum and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (provided that such filing fees and related legal fees of counsel shall not exceed $10,000), (viii) the costs and expenses of the Company relating to investor presentations on any “road show,” any Permitted Rule 163B Communication or any Rule 163B Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; , and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay pay, or reimburse if paid by the Placement Agents, all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsPurchasers, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Placement Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Placement Agents of such qualifications, registrations registrations, determinations and exemptions, but not, however, legal which fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingshall not exceed $5,000, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for associated with listing the Agents in connection with, FINRA’s review and approval of Shares on the Agents’ participation in the offering and distribution of the SharesNasdaq Global Market, (viii) the fees and expenses associated of counsel to the Placement Agents, not to exceed $75,000, excluding any fees incurred in connection with listing of the Shares on the NYSE; clause (vi) above and (ix) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 5, Section 8, Section 9 and Section 7 10 hereof, the Placement Agents will shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any counsel in excess of the Shares by it, and any advertising expenses connected with any offers it may makeamounts described above.
Appears in 1 contract
Samples: Placement Agency Agreement (Discovery Laboratories Inc /De/)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRAthe NASD’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and Nasdaq Global Market, Inc., (ix) all reasonable transportation and other expenses incurred in connection with presentations to prospective purchasers of the Shares, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes, (x) all other fees, costs and expenses incident referred to in Item 13 of Part II of the performance Registration Statement and (xi) all costs and expenses of its obligations hereunder which are not otherwise specifically provided the Underwriters, including the reasonable fees and disbursements of counsel for the Underwriters and any stamp duties, similar taxes or duties or other taxes incurred by the Underwriters, in this Sectionconnection with the Directed Share Program. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Samples: Underwriting Agreement (Biodel Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys' fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “"Blue Sky Survey” " or memorandummemorandum and a "Canadian wrapper", and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingan amount not to exceed $7,500, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the Agents’ Underwriters' participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters up to a maximum of $7,500, (viii) the costs and expenses of the Company relating to investor presentations on any "road show", any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Shares, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Representative, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the Registration Statement. Any such amount payable to the performance of its obligations hereunder which are not otherwise specifically provided Underwriters may be deducted from the purchase price for in this Sectionthe Offered Shares. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 hereof9 or Section 10, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Samples: Portage Biotech Inc.
Payment of Expenses. (a) The Company Each of the Transaction Entities agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the Trustee, any other trustee, registrar and or transfer agent of the Common Sharesagent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale delivery of the Shares Securities to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants (including accountants certifying the financial statements of LifeStorage) and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this AgreementAgreement and the Indenture, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) Transaction Entities or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution sale of the SharesSecurities, (viii) all other expenses incurred in connection with presentations (electronic, audiovisual or otherwise) to prospective purchasers of the Securities, (x) the fees and expenses associated with listing of charged by any rating agencies for rating the Shares on the NYSE; Notes and (ixxi) all other fees, costs and expenses incident to of the Transaction Entities in connection with the performance of its their obligations hereunder which are not otherwise specifically provided for in this Sectionhereunder. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Samples: Underwriting Agreement (Sovran Acquisition LTD Partnership)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with incident to the performance of its the Transaction Entities’ obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the original issuance and sale of the Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents Underwriters in connection with, FINRA’s review and approval (if any) of the AgentsUnderwriters’ participation in the offering and distribution of the Shares, (viii) the fees and expenses associated with listing of the Shares on the NYSE; and , (ix) all other costs and expenses incident of the Company relating to or undertaken in connection with the marketing of the Shares, including transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of Shares, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes and (x) all other fees, costs and expenses of the Company in connection with the performance of its obligations hereunder which are not otherwise specifically provided for in this Sectionhereunder. It is understood, however, that, except Except as provided in this SectionSection 4, Section 6, Section 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Notes to the Underwriters (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Notes to the AgentsUnderwriters, (iviii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisorsadvisors to the Company, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture, the DTC Agreement and the Notes, (viv) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Notes for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal ; provided that any attorneys’ fees and expenses of incurred by counsel for the Agents’ counsel incurred Underwriters solely in connection with any such qualification or registration of the foregoingNote pursuant to this clause will not exceed $15,000, (viivi) the filing fees incident to, and the reasonable fees and expenses disbursements of counsel for to the Agents Underwriters in connection with, FINRA’s review and approval the review, if any, by the FINRA of the Agents’ participation in the offering and distribution terms of the Sharessale of the Notes, with any such fees and disbursements not exceeding $15,000, (viiivii) the fees and expenses associated with listing of the Shares on Trustee and the NYSE; Paying Agent, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (viii) any fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Notes for “book-entry” transfer through the facilities of Clearstream and Euroclear, (x) all other fees, costs and expenses incident referred to in Item 14 of Part II of the Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which are provision is not otherwise specifically provided for made in this Section. It is understood, however, that, except Except as provided in this SectionSection 4 and Sections 6, 8 and Section 7 9 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsInvestors, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements theretoeach free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Placement Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Placement Agents, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Placement Agents of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoingan amount not to exceed $7,500, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Placement Agents in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the Placement Agents’ participation in the offering and distribution of the SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Placement Agents, in an amount not to exceed $40,000 (excluding filing fees), (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Placement Agents, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Placement Agents, (ix) the fees and expenses associated with listing of the Shares on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this Section, and Section 7 hereof6, the Placement Agents will shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, counsel and any advertising expenses connected with any offers it may maketheir own travel and lodging expenses. Section 7.
Appears in 1 contract
Samples: www.sec.gov
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(vii) up to an aggregate of $30,000 of the costs, however, legal fees and expenses of incurred by the Agents’ counsel incurred Underwriters in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; Nasdaq, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing up to $15,000 of the costs, fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not(vii) up to an aggregate of $15,000 of the costs, however, legal fees and expenses of incurred by the Agents’ counsel incurred Underwriters in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale travel and lodging expenses of the Representatives and 50% of the cost of any of aircraft chartered in connection with the Shares by it, and any advertising expenses connected with any offers it may makeroad show.
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Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; and Nasdaq, (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the Registration Statement and (xi) all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, in connection with matters related to the performance of its obligations hereunder Directed Shares which are not otherwise specifically provided designated by the Company for in this Sectionsale to Participants. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (ia) all expenses incident to the issuance and delivery of the Shares Securities (including all printing and engraving costs), (iib) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiic) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares Securities to the AgentsUnderwriters, (ivd) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ve) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vif) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the AgentsRepresentative, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal such fees and expenses of not to exceed $5,000, (g) the Agents’ counsel reasonable, actual and documented costs, fees and expenses incurred by the Underwriters (not to exceed $5,000) in connection with any determining their compliance with the rules and regulations of FINRA related to the foregoing, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Agents in connection with, FINRA’s review and approval of the AgentsUnderwriters’ participation in the offering and distribution of the SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viiih) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, reasonable, actual and documented travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the reasonable, actual and documented costs of any aircraft chartered in connection with the road show, the remaining 50% of the costs of such aircraft to be paid by the Underwriters, provided, however, that the prior written approval of the Company was obtained prior to the chartering of any such aircraft, (i) the fees and expenses associated with listing of the Shares Securities on the NYSE; Nasdaq, and (ixj) all other fees, costs and expenses incident of the nature referred to in Item 14 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
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Samples: Underwriting Agreement (Sorrento Therapeutics, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the AgentsUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Agents Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the AgentsRepresentatives, preparing and printing a “Blue Sky Survey” or memorandummemorandum and a “Canadian wrapper”, and any supplements thereto, advising the Agents Underwriters of such qualifications, registrations and exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (vii) the filing fees incident tocosts, and the reasonable fees and expenses of counsel for incurred by the Agents Underwriters in connection with, FINRA’s review with determining their compliance with the rules and approval regulations of FINRA related to the AgentsUnderwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided, however, that the cost of any aircraft chartered in connection with the road show shall be paid 50% by the Company and 50% by the Underwriters, (ix) the fees and expenses associated with listing of the Offered Shares on the NYSE; NASDAQ, and (ixx) all other fees, costs and expenses incident of the nature referred to in Item 13 of Part II of the performance of its obligations hereunder which are not otherwise specifically provided for in this SectionRegistration Statement. It is understood, however, that, except Except as provided in this SectionSection 4 or in Section 7, and Section 7 9 or Section 10 hereof, the Agents will Underwriters shall pay all of their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.
Appears in 1 contract
