Compensation of Underwriters Sample Clauses

Compensation of Underwriters. 8. In consideration for their underwriting services in respect of the distribution of the Convertible Debentures, including (i) assisting in the preparation of the Prospectus (and Supplementary Material), (ii) advising on the final terms and conditions of the offering and the Trust Indenture, (iii) forming and managing a selling group for the sale of the Convertible Debentures, (iv) distributing the Convertible Debentures to the public both directly and through other registered dealers and brokers, and (v) performing administrative work in connection with the distribution of the Convertible Debentures, the Company agrees to pay to the Underwriters at the Closing Time, a fee of $1,200,000, representing 3% of the principal amount of the Primary Convertible Debentures sold to the Underwriters under this agreement, and to the extent the Over-Allotment Option is exercised, an additional fee of 3% of the principal amount of the Optional Convertible Debentures sold to the Underwriters under this agreement.
Sample 1
AutoNDA by SimpleDocs
Compensation of Underwriters. In return for their underwriting services in respect of the distribution of the Shares, including (i) assisting in the preparation of the Canadian Prospectus and the U.S. Prospectus (and Supplementary Material), (ii) advising on the final terms and conditions of the offering, (iii) forming and managing a selling group for the sale of the Shares, (iv) distributing the Shares to the public both directly and through other registered dealers and brokers, and (v) performing administrative work in connection with the distribution of the Shares, the Company agrees to pay to the Underwriters at the Closing Time, an underwriting commission of US$1.3307 per Firm Shares sold or expected to be sold at a purchase price denominated in United States dollars and $1.479206 per Firm Share (being the equivalent of the corresponding United States dollar amount based on the Noon Buying Rate) sold or expected to be sold at a purchase price denominated in Canadian dollars and, to the extent the Over-allotment Option is exercised, an underwriting commission of US$1.3307 per Optional Share sold at a purchase price denominated in United States dollars and $1.479206 per Optional Share (being the equivalent of the corresponding United States dollar amount based on the Noon Buying Rate) sold at a purchase price denominated in Canadian dollars.
Sample 1
Compensation of Underwriters. 12 (d) Denominations; Registration.............................. 12
Sample 1
Compensation of Underwriters. As compensation to the Underwriters ---------------------------- for their commitment hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to the Representatives, for the account of the several Underwriters, in immediately available funds, an amount of $16.25 per Capital Security to be delivered by the Trust hereunder at the Closing Time.
Sample 1
Compensation of Underwriters. In return for their underwriting services in respect of the distribution of the Units, including (i) acting as financial advisers to the Company, (ii) assisting in the preparation of the Canadian Prospectus and the U.S. Prospectus (and Supplementary Material), (iii) advising on the final terms and conditions of the offering, (iv) forming and managing a selling group for the sale of the Units, (v) distributing the Units to the public both directly and through other registered dealers and brokers, and (vi) performing administrative work in connection with the distribution of the Units, the Company agrees to pay to the Underwriters at the Closing Time, an underwriting commission of $0.8716 per Firm Unit sold or expected to be sold in Canada and US$0.5560 per Firm Unit (being the equivalent of the corresponding Canadian dollar amount based on the inverse of the Noon Buying Rate) sold or expected to be sold in the United States and, to the extent the Over-allotment Option is exercised, an underwriting commission of $0.8716 per Optional Unit sold in Canada and US$0.5560 per Optional Unit (being the equivalent of the corresponding Canadian dollar amount based on the inverse of the Noon Buying Rate) sold in the United States.
Sample 1

Related to Compensation of Underwriters

  • Selection of Underwriters The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

  • Selection of Underwriter If the Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The investment banker or investment bankers and manager or managers that will administer such underwritten offering will be selected by the mutual agreement of the Company and the Holders of a majority in number of the Registrable Securities included in such offering (provided that such agreement shall not be unreasonably withheld by the Company or such Holders).

  • Indemnification of Underwriters The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

  • Indemnification of Underwriter The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

  • Substitution of Underwriters If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

  • Representation of Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

  • COMPENSATION OF ULTIMUS The Trust, on behalf of each Fund, shall pay for the services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, Schedule B attached hereto, as such Schedule may be amended from time to time. If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, Ultimus’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of Ultimus’ compensation for the preceding month shall be made promptly.

  • Indemnification of Underwriters by Company The Company will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

  • Appointment of Underwriter Upon the execution of this Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the exclusive sales agent for our Shares and agree that we will deliver such Shares as you may sell. You agree to use your best efforts to promote the sale of Shares, but are not obligated to sell any specific number of Shares. However, the Fund and each series retain the right to make direct sales of its Shares without sales charges consistent with the terms of the then current prospectus and statement of additional information and applicable law, and to engage in other legally authorized transactions in its Shares which do not involve the sale of Shares to the general public. Such other transactions may include, without limitation, transactions between the Fund or any series or class and its shareholders only, transactions involving the reorganization of the Fund or any series, and transactions involving the merger or combination of the Fund or any series with another corporation or trust.

  • Reimbursement of Underwriters’ Expenses If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Time is Money Join Law Insider Premium to draft better contracts faster.