Common use of Underwriting Fee Clause in Contracts

Underwriting Fee. In consideration for the Underwriter’s services in underwriting the distribution of and purchasing the Offered Shares, the Corporation agrees to pay to the Underwriter at the Closing Time a fee (the “Underwriting Fee”) equal to the amount of $0.048 per Offered Share purchased (being an aggregate amount of $900,000; and $1,035,000 in the event the Over-Allotment Option is exercised in full), including any Offered Shares purchased by the Underwriter as principal hereunder, and for which the subscription is accepted by the Corporation, but the fee will not be payable in respect of any Offered Shares purchased by directors or officers of the Corporation. Notwithstanding the foregoing, the Underwriter shall be entitled to the Underwriting Fee in respect of Offered Shares sold directly by the Corporation to Substituted Purchasers hereunder. The Underwriting Fee may, at the sole option of the Underwriter, be deducted from the aggregate gross proceeds of the sale of the Offered Shares and withheld for the account of the Underwriter. For greater certainty, the services provided by the Underwriter in connection herewith will not be subject to the Goods and Services Tax (“GST”) provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Underwriting Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the Underwriter. The Corporation also agrees to pay the Underwriter’s expenses as set forth in section 10 hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Forbes Energy Services Ltd.), Underwriting Agreement (Forbes Energy Services Ltd.)

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Underwriting Fee. In consideration for the Underwriter’s services in underwriting the distribution of and purchasing the Offered Shares, the Corporation agrees to pay to the Underwriter at the Closing Time The Underwriters will be paid a fee of $0.50 per Purchased Unit (the “Underwriting Fee”) sold pursuant to this Agreement. Such Underwriting Fee shall be due and payable in full by Silver Standard at the Closing Time (as defined below) against payment for the Purchased Units and, if applicable, as to $0.50 per Additional Unit, $0.48 per Additional Share and/or $0.04 per Additional Warrant, (as the case may be) by Silver Standard, at the Option Closing Time, against payment for the Additional Units, Additional Shares and/or Additional Warrants, as the case may be. The Underwriting Fee shall be payable as provided for in section 11. All fees, expenses and other payments under this Agreement shall be paid without giving effect to any withholding or deduction of any tax or similar governmental assessment. If Silver Standard is required by law to deduct or withhold any amounts with respect to any such tax or assessment or if any such tax or assessment is required to be paid by the Underwriters or any of their affiliates as a result or arising out of this Agreement, Silver Standard shall pay the Underwriters such additional amounts as shall be required so that the net amount received by the Underwriters from Silver Standard after such deduction, withholding or payment shall equal the amounts otherwise payable to the amount of $0.048 per Offered Share purchased Underwriters under this Agreement (being an aggregate amount of $900,000; and $1,035,000 in the event the Over-Allotment Option is exercised in full)provided that, including any Offered Shares purchased by the Underwriter as principal hereunderfor greater certainty, and for which the subscription is accepted by the Corporation, but the fee will not be payable Silver Standard shall have no obligations in respect of any Offered Shares purchased by directors income or officers other similar taxes of the CorporationUnderwriters). Notwithstanding the foregoing, the Underwriter shall be entitled to the Underwriting Fee in respect of Offered Shares sold directly by the Corporation to Substituted Purchasers hereunder. The Underwriting Fee may, at the sole option of the Underwriter, be deducted from the aggregate gross proceeds of the sale of the Offered Shares and withheld for the account of the Underwriter. For greater certainty, the services provided by the Underwriter in connection herewith will not be subject to the If any Goods and Services Tax (“GST”) provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental Tax, Harmonized Sales Tax, and/or provincial sales taxes or other similar tax is payable with respect to the exempt financial services provided. However, in fees paid or payable to the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Underwriting FeeUnderwriters under this engagement, the Corporation agrees to pay Underwriters will add the amount of GST forthwith upon the request of the Underwriter. The Corporation also agrees such tax to its invoice and Silver Standard shall pay the Underwriter’s expenses as set forth in section 10 hereofUnderwriters such tax.

Appears in 1 contract

Samples: Underwriting Agreement (Pretium Resources Inc.)

Underwriting Fee. (a) In consideration for the Underwriter’s their services in underwriting the distribution of and purchasing the Offered SharesReceipts, the Corporation agrees to pay to the Underwriter at the Closing Time Underwriters a cash fee (the “Underwriting Fee”) equal to the amount of $0.048 per Offered Share purchased (being an aggregate amount of $900,000; and $1,035,000 in the event the Over-Allotment Option is exercised in full), including any Offered Shares purchased by the Underwriter as principal hereunder, and for which the subscription is accepted by the Corporation, but the fee will not be payable in respect of any Offered Shares purchased by directors or officers 4.0% of the Corporation. Notwithstanding the foregoing, the Underwriter shall be entitled to the Underwriting Fee in respect of Offered Shares sold directly by the Corporation to Substituted Purchasers hereunder. The Underwriting Fee may, at the sole option of the Underwriter, be deducted from the aggregate gross proceeds of the sale of the Offered Shares and withheld for the account Receipts (including any proceeds received in respect of the Underwriter. Over-Allotment Option) (the “Underwriting Fee”) payable as follows: (i) at the Closing Time, a fee of $0.778 per Firm Receipt; (ii) at any Additional Closing Time, a fee of $0.778 per Option Receipt purchased; and (iii) at the time of the completion of the Acquisition, if such occurs, a fee of $0.778 per Firm Receipt and, if applicable, a fee of $0.778 per Option Receipt purchased, plus earned interest on the amount of the Underwriting Fee held in escrow until the date of release, all payable from the funds held by the Escrow Agent pursuant to the Subscription Receipt Agreement. (b) For greater certainty, the services provided by the Underwriter Underwriters in connection herewith will not be subject to the Goods and Services Tax or Harmonized Sales Tax (“GST”) provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Underwriting Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the UnderwriterUnderwriters. The Corporation also agrees to pay the Underwriter’s Underwriters’ expenses as set forth in section 10 Section 9 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Baytex Energy Corp.)

Underwriting Fee. In consideration for the Underwriter’s their services in underwriting the distribution of and purchasing the Offered Shareshereunder, the Corporation agrees to pay to Macquarie Capital on behalf of the Underwriter Underwriters: (a) at the Closing Time Time, a fee equal to the amount of: (i) $0.33 (6%) for each Firm Share purchased; and (ii) $0.39 (6%) for each Flow-Through Share subscribed for, including any Firm Shares or Flow-Through Shares, as applicable, purchased by the “Underwriting Fee”Underwriters as principal hereunder; and (b) at the Additional Closing Time, a fee equal to the amount of $0.048 per Offered 0.33 (6%) for each Option Share purchased (being an aggregate amount of $900,000; and $1,035,000 in the event the Over-Allotment Option is exercised in full)purchased, including any Offered Option Shares purchased by the Underwriter Underwriters as principal hereunderhereunder (collectively, and for which the subscription is accepted by the Corporation, but the fee will not be payable in respect of any Offered Shares purchased by directors or officers of the Corporation“Underwriting Fee”). Notwithstanding the foregoing, the Underwriter Underwriters shall be entitled to the Underwriting Fee in respect of Offered Shares sold directly by the Corporation to Substituted Purchasers hereunder. The Underwriting Fee may, at the sole option of the UnderwriterMacquarie Capital, be deducted from the aggregate gross proceeds of the sale of the Offered Shares and withheld for the account of the UnderwriterUnderwriters. For greater certainty, the services provided by the Underwriter Underwriters in connection herewith will not be subject to the Goods and Services Tax (“GST”) provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Underwriting Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the UnderwriterUnderwriters. The Corporation also agrees to pay the Underwriter’s Underwriters’ expenses as set forth in section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement

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Underwriting Fee. In consideration for the Underwriter’s their services in underwriting the distribution of and purchasing the Offered Shares, the Corporation agrees to pay to the Underwriter Underwriters: (a) at the Closing Time Time, a fee (the “Underwriting Fee”) equal to the amount of $0.048 0.40 per Offered Firm Share for each Firm Share purchased (being an aggregate amount of $900,0008,750,000); and and (b) at the Additional Closing Time, a fee of $1,035,000 in the event 0.40 per Over-Allotment Option Share for each Over-Allotment Option Share purchased (being an aggregate amount of $1,312,500 if the Over-Allotment Option is exercised in full), including any Offered Shares purchased by the Underwriter as principal hereunder, and for which the subscription is accepted by the Corporation, but the fee will not be payable in respect of any Offered Shares purchased by directors or officers of the Corporation. Notwithstanding the foregoingThe foregoing fees (collectively, the Underwriter shall be entitled to the Underwriting Fee in respect of Offered Shares sold directly by the Corporation to Substituted Purchasers hereunder. The Underwriting Fee Fee”) may, at the sole option of the UnderwriterUnderwriters, be deducted from the aggregate gross proceeds of the sale of the Offered Firm Shares and Over-Allotment Option Shares, as the case may be, and withheld for the account of the UnderwriterUnderwriters. For greater certainty, the services provided by the Underwriter Underwriters in connection herewith will not be subject to the Goods and Services Tax (“GST”) provided for in the Excise Tax Act (Canada) GST and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Underwriting Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the UnderwriterUnderwriters. The Corporation also agrees to pay the Underwriter’s Underwriters’ expenses as set forth in section 10 hereof. Notwithstanding anything to the contrary contained herein, the entire Underwriting Fee payable in respect of Offered Shares sold pursuant to Rule 506(b) of Regulation D shall be payable to the Lead Underwriters and/or their U.S. Affiliates and such other Underwriters that shall have delivered to the Lead Underwriters and the Corporation on or prior to the Closing Date written confirmation, in form and substance reasonably satisfactory to the Lead Underwriters and the Corporation, with respect to itself and its affiliates (as applicable), as to the matters set forth in Sections 3.9 and 3.10 of Schedule “A”, such Underwriting Fee to be paid proportionally among such Underwriters based on their respective percentages as set forth in Section 18 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bellatrix Exploration Ltd.)

Underwriting Fee. In consideration for the Underwriter’s their services in underwriting the distribution of and purchasing the Offered SharesDebentures, the Corporation agrees to pay to the Underwriter Underwriters: (a) at the Closing Time Time, a fee (the “Underwriting Fee”) equal to the amount of $0.048 40 (4.0%) per Offered Share Firm Debenture for each Firm Debenture purchased (being an aggregate amount of $900,0003,400,000); and and (b) if applicable, at the Additional Closing Time, a fee of $1,035,000 in the event the 40 (4.0%) per Over- Allotment Debenture for each Over-Allotment Option is exercised in fullDebenture purchased (being an aggregate amount of up to $510,000), including any Offered Shares purchased by the Underwriter as principal hereunder, and for which the subscription is accepted by the Corporation, but the fee will not be payable in respect of any Offered Shares purchased by directors or officers of the Corporation. Notwithstanding the foregoing, the Underwriter shall be entitled to the Underwriting Fee in respect of Offered Shares sold directly by the Corporation to Substituted Purchasers hereunder. The foregoing fees (the “Underwriting Fee Fee”) which are payable at the Closing Time or the Additional Closing Time, as applicable, may, at the sole option of the UnderwriterUnderwriters, be deducted from the aggregate gross proceeds of the sale of the Offered Shares Debentures and withheld for the account of the UnderwriterUnderwriters. The Underwriters also agree that the Lead Underwriters shall be entitled to share equally a work fee equal to 5% of the total Underwriting Fee (such fee to be paid from, and not in addition to, the amount of the Underwriting Fee). For greater certainty, the services provided by the Underwriter Underwriters in connection herewith will not be subject to the Goods and Services Tax (“GST”) provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Underwriting Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the UnderwriterUnderwriters. The In the event that the within offering is not completed, the Corporation also agrees to pay the Underwriter’s Underwriters’ reasonable expenses incurred in connection with this underwriting as set forth in section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Transglobe Energy Corp)

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