Underwriting Compensation. Notwithstanding anything to the contrary contained herein, in no event shall the total aggregate underwriting compensation paid by the Dealer Manager or any of its affiliates to the Participating Dealers participating in the Offering, including, but not limited to, selling commissions, the Dealer Manager Fee and the expense reimbursements set forth in Section 3.2, exceed ten percent (10.0%) of the gross proceeds from the sale of Offered Shares in the Offering as of the end of the Offering.
Underwriting Compensation. As compensation to the Underwriters for their commitments hereunder, and in view of the fact that the proceeds of the sale of the Preferred Securities and Common Securities will be used by the Trust to purchase the Debentures, the Company at the Closing Time or any Date of Delivery (as hereinafter defined) shall pay to Friedman, Billings, Ramsey & Co., Inc., for the respective accounts of the several Underwrxxxxx, an amount equal to $_______ per Trust Preferred Security for the Preferred Securities delivered by the Trust pursuant hereto at the Closing Time or any Date of Delivery. In addition, the Company shall, for a period of six months from the Closing Time, appoint Friedman, Billings, Ramsey & Co., Inc. to act as lead underwriter or placement agent in coxxxxxxon with any public or private offering of equity or corporate debt securities (other than Excluded Securities) of the Company or any Subsidiary (as hereinafter defined) or other capital market financing, to act as dealer manager with respect to any self-tender offer by the Company and to act as financial advisor in connection with any sale of all or substantially all of the assets of the Company or a sale of equity of the Company which constitutes a controlling equity interest in the Company. The term "Excluded Securities" means any securities offered, sold or issued pursuant to or in connection with (i) employee benefit plans of the Company, (ii) the acquisition by the Company or any Subsidiary (as hereinafter defined) of any asset or entity, (iii) the refinancing by the Company or any Subsidiary from time to time of any owned or leased hotel or hotels, (iv) the consummation by the Company or any Subsidiary with a third party of any credit facility or revolving credit line or (v) registration by the Company of any existing unregistered securities of the Company.
Underwriting Compensation. In addition to the Company's responsibility for payment of the foregoing expenses, the Company shall pay the Underwriter for its expenses on a non-accountable basis in the amount equal to two and one-half percent (2 1/2%) of the gross proceeds of the offering (including in such amount the proceeds from the exercise of the Underwriter's over-allotment option), of which $30,000 has been paid and the balance shall be paid at the First Closing Date and any Option Closing Date, as applicable. In the event the offering for any reason is not closed or is withdrawn, the Underwriter shall retain so much of the amounts received from the Company equal to its actual accountable expenses and reimburse the Company for the remainder, if any. In addition to the foregoing, in the event the offering for any reason is not closed, and provided the Underwriter was willing to proceed with the offering, the Company shall promptly reimburse the Underwriter in full for its actual out-of-pocket expenses (including, without limitation, the fees and disbursements of Underwriter's Counsel) up to the aggregate sum of Eighty Thousand Dollars ($80,000), inclusive of the amounts previously paid to the Underwriter.
Underwriting Compensation. In addition to the Company's responsibility for payment of the foregoing expenses, the Company shall pay Shemano for its expenses on a non-accountable basis in the amount equal to three percent (3%) of the gross proceeds of the offering, of which $30,000 has been paid and the balance shall be paid at the First Closing Date and any Option Closing Date, as applicable. In the event the offering for any reason is not closed or is withdrawn, Shemano shall retain so much of the amounts received from the Company equal to its actual accountable expenses and reimburse the Company for the remainder, if any. In addition to the foregoing, in the event the offering for any reason is not closed, and provided Shemano was willing to proceed with the offering, the Company shall promptly reimburse the Shemano in full for its actual out-of-pocket expenses (including, without limitation, the fees and disbursements of Underwriters' Counsel) up to the aggregate sum of Eighty Thousand Dollars ($80,000), inclusive of the amounts previously paid to Shemano.
Underwriting Compensation. We will bear costs relating to all of the securities being registered under this registration statement of which this prospectus forms a part. Any broker-dealers or other persons acting on our behalf that participate with us in the distribution of the securities may be deemed to be underwriters and any commissions received or profit realized by them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. As of the date of this prospectus, we are not a party to any agreement, arrangement or understanding between any broker or dealer and us with respect to the offer or sale of the securities pursuant to this prospectus. Pursuant to a requirement by the Financial Industry Regulatory Authority (“FINRA”), the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to SEC Rule 415 under the Securities Act. If more than 5% of the net proceeds of any offering of securities made under this prospectus will be received by a FINRA member participating in the offering or its affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Conduct Rule 5110(h).
Underwriting Compensation. The placement agent fee will be 9.0% for the Placements for Securities sold at closing of such Placements.
Underwriting Compensation. Notwithstanding anything to the contrary contained herein, in no event shall the total aggregate underwriting compensation paid by the Dealer Manager to the Participating Dealers participating in each Offering, including, but not limited to, selling commissions, the Dealer Manager Fee, the Distribution and Stockholder Servicing Fee and the expense reimbursements set forth in Section 3.2, exceed ten percent (10.0%) of the gross proceeds from the sale of Offered Shares in each Offering as of the end of each Offering. Notwithstanding the above, unless otherwise agreed to by the applicable parties, for sales of Offered Shares sold prior to the effective date of this Amendment, Selling Commissions and the Dealer Manager Fee shall be paid pursuant to the Participating Dealer Agreement in effect at the time of sale of such Offered Shares.
Underwriting Compensation. As compensation to the Underwriters for their commitments hereunder, and in view of the fact that the proceeds of the sale of the Securities will be used by the Trust to purchase the Debentures of the Company, the Company at the Closing Time or any Date of Delivery (as hereinafter defined) shall pay to Friedman, Billings, Ramsxx & Xo., Inc., for the respective accounts of the several Underwriters, an amount equal to $_______ per Trust Preferred Security for the Securities delivered by the Trust pursuant hereto at the Closing Time or any Date of Delivery.
Underwriting Compensation. The underwriting discount will be 8.0% of the Subscrption Amount.
Underwriting Compensation. The Underwriters’ compensation (if any) will result from the difference between the purchase price and resale price of the Offered Securities in the aggregate and will not be determined at the Closing Date. Use of Proceeds: The Seller will use the sale proceeds primarily for reinvestment in permitted securities in accordance with the Fund’s investment guidelines. Among the potential investments of the Fund are debt securities issued by Panama, including the Offered Securities, which may be acquired from time to time in the secondary market. Investment decisions will be made in accordance with market conditions prevailing from time to time. The Republic will not receive any proceeds from the sale of the Offered Securities by the Seller.
