Common use of Covenant to Pay Costs Clause in Contracts

Covenant to Pay Costs. (a) The Company agrees to pay, or cause to be paid, all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, any preliminary prospectus and the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Representatives (including costs of mailing and shipment), (ii) the printing, registration, issue, sale and delivery of the Securities and the Private Shares, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Securities to the Representatives, (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, and Powers of Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Representatives (including costs of mailing and shipment), (iv) the qualification of the Securities for offer and sale under state or non-U.S. laws and the determination of their eligibility for investment under state or non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the Representatives) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Representatives, (v) the fees and expenses incurred in connection with the listing of the Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) the filing for review of the public offering of the Securities by FINRA, including the legal fees and filing fees and other disbursements of counsel to the Representatives relating to FINRA matters, (vii) the fees and disbursements of the transfer agent and registrar for the Securities, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering of the Securities to prospective investors and the Representatives’ sales forces, including, without limitation, 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, travel, lodging and other expenses incurred by the officers and other representative of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; (ix) fees, expenses and disbursements relating to background checks of the Company’s directors and management team; and (x) the performance of the Company’s other obligations hereunder; provided however, that all such costs and expenses pursuant to this Section 4 and otherwise which are incurred by the Representatives shall not exceed $100,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representatives and others, as agreed to by the Company in writing

Covenant to Pay Costs. (a) The Company agrees to pay, or cause to be paid, all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Preliminary Prospectus, any preliminary prospectus Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Representatives Underwriters (including costs of mailing and shipment), (ii) the printing, registration, issue, sale and delivery of the Securities and the Private Shares, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Securities Shares to the RepresentativesUnderwriters, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, and Powers of Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the SecuritiesShares, and the reproduction and/or printing and furnishing of copies of each thereof to the Representatives Underwriters (including costs of mailing and shipment), (iv) the qualification of the Securities Shares for offer and sale under state or non-U.S. laws and the determination of their eligibility for investment under state or non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the RepresentativesUnderwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the RepresentativesUnderwriters, (v) the fees and expenses incurred in connection with the listing of the Securities Shares on Nasdaq the NYSE American and any registration thereof under the Exchange Act, (vi) the any filing for review of the public offering of the Securities Shares by FINRAFINRA up to $30,000, including the legal fees and filing fees and other disbursements of counsel to the Representatives Underwriters relating to FINRA matters, (vii) the fees and disbursements of the transfer agent and registrar for the SecuritiesShares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering of the Securities Shares to prospective investors and the RepresentativesUnderwriters’ respective sales forces, including, without limitation, 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, travel, lodging and other expenses incurred by the officers and other representative representatives of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; show and (ix) fees, expenses and disbursements relating to background checks of the Company’s directors and management team; and (x) the performance of the Company’s other obligations hereunder; provided however, that all such costs and expenses pursuant to this Section 4 and otherwise which are incurred by the Representatives shall not exceed $100,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representatives and others, as agreed to by the Company in writing.

Covenant to Pay Costs. (a) The Company agrees to pay, or cause to be paid, all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, any preliminary prospectus and the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Representatives Underwriters (including costs of mailing and shipment), (ii) the printing, registration, issue, sale and delivery of the Securities and the Sponsor Private SharesWarrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Securities to the RepresentativesUnderwriters, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, and Powers of Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Representatives Underwriters (including costs of mailing and shipment), (iv) the qualification of the Securities for offer and sale under state or non-U.S. laws and the determination of their eligibility for investment under state or non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the RepresentativesUnderwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the RepresentativesUnderwriters, (v) the fees and expenses incurred in connection with the listing of the Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) the filing for review of the public offering of the Securities by FINRA, including the legal fees and filing fees and other disbursements of counsel to the Representatives Underwriters relating to FINRA mattersmatters (not to exceed $25,000), (vii) the fees and disbursements of the transfer agent and registrar for the Securities, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering of the Securities to prospective investors and the RepresentativesUnderwriters’ respective sales forces, including, without limitation, 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, travel, lodging and other expenses incurred by the officers and other representative of the Company Company, other representatives of the Company, representatives of the Underwriters (not to exceed $5,000) and any such consultants, and the cost of any aircraft chartered in connection with the road show; (ix) fees, expenses and disbursements relating to background checks of Sponsor and the Company’s directors and management teamteam not to exceed $25,000 upon successful consummation of the offering contemplated by this Agreement; and (x) the performance of the Company’s other obligations hereunder; provided however, that all such costs and expenses pursuant to this Section 4 and otherwise which are incurred by the Representatives shall not exceed $100,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representatives and others, as agreed to by the Company in writing.

Covenant to Pay Costs. (a1) The Company agrees to pay, or cause to be paid, all costs, expenses, fees and taxes in connection with (iii) the preparation and filing of the Registration Statement, any preliminary prospectus and the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Representatives Underwriters (including costs of mailing and shipment), (iiiii) the printing, registration, issue, sale and delivery of the Securities and the Private SharesSecurities, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Securities to the RepresentativesUnderwriters, (iiiiv) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, and Powers of Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Representatives Underwriters (including costs of mailing and shipment), (ivv) the qualification of the Securities for offer and sale under state or non-U.S. laws and the determination of their eligibility for investment under state or non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the RepresentativesUnderwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the RepresentativesUnderwriters, (vvi) the fees and expenses incurred in connection with the listing of the Securities on Nasdaq and any registration thereof under the Exchange Act, (vivii) the filing for review of the public offering of the Securities by FINRA, including the legal fees and filing fees and other disbursements of counsel to the Representatives Underwriters relating to FINRA mattersmatters (not to exceed $25,000), (viiviii) the fees and disbursements of the transfer agent and registrar for the Securities, (viiiix) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering of the Securities to prospective investors and the RepresentativesUnderwriters’ respective sales forces, including, without limitation, 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, travel, lodging and other expenses incurred by the officers and other representative representatives of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; (ix) fees, expenses and disbursements relating to background checks of the Company’s directors and management team; consultants and (x) the performance of the Company’s other obligations hereunder; provided however, that all such costs and expenses pursuant to this Section 4 and otherwise which are incurred by the Representatives shall not exceed $100,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representatives and others, as agreed to by the Company in writing.

Covenant to Pay Costs. (a) The Company agrees to pay, or cause to be paid, all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, any preliminary prospectus and the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Representatives Underwriter (including costs of mailing and shipment), (ii) the printing, registration, issue, sale and delivery of the Securities and the Private SharesPlacement Warrants, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Securities to the RepresentativesUnderwriter, (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, and Powers of Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Representatives Underwriter (including costs of mailing and shipment), (iv) the qualification of the Securities for offer and sale under state or non-U.S. laws and the determination of their eligibility for investment under state or non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the RepresentativesUnderwriter) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the RepresentativesUnderwriter, (v) the fees and expenses incurred in connection with the listing of the Securities on Nasdaq and any registration thereof under the Exchange Act, (vi) the filing for review of the public offering of the Securities by FINRA, including the legal fees and filing fees and other disbursements of counsel to the Representatives Underwriter relating to FINRA mattersmatters (not to exceed $25,000), (vii) the fees and disbursements of the transfer agent and registrar for the Securities, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering of the Securities to prospective investors and the Representatives’ Underwriter’s sales forces, including, without limitation, 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, travel, lodging and other expenses incurred by the officers and other representative of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; (ix) fees, expenses and disbursements relating to background checks of the Company’s directors and management teamteam (not to exceed $35,000); and (x) the performance of the Company’s other obligations hereunder; provided however, that all such costs and expenses pursuant to this Section 4 and otherwise which are incurred by the Representatives shall not exceed $100,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representatives and others, as agreed to by the Company in writing.

Covenant to Pay Costs. (a) The Company agrees to pay, or cause to be paid, all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Preliminary Prospectus, any preliminary prospectus Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Representatives Underwriters (including costs of mailing and shipment), (ii) the printing, registration, issue, sale and delivery of the Securities and the Private Shares, including any stock or transfer taxes and stamp or similar duties payable upon the registration, sale, issuance or delivery of the Securities Shares to the RepresentativesUnderwriters, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, and Powers of Attorney and Custody Agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the SecuritiesShares, and the reproduction and/or printing and furnishing of copies of each thereof to the Representatives Underwriters (including costs of mailing and shipment), (iv) the qualification of the Securities Shares for offer and sale under state or non-U.S. laws and the determination of their eligibility for investment under state or non-U.S. law (including the legal fees and filing fees and other disbursements of counsel for the RepresentativesUnderwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the RepresentativesUnderwriters, (v) the fees and expenses incurred in connection with the listing of the Securities Shares on Nasdaq the NYSE MKT and any registration thereof under the Exchange Act, (vi) the any filing for review of the public offering of the Securities Shares by FINRAFINRA up to $30,000, including the legal fees and filing fees and other disbursements of counsel to the Representatives Underwriters relating to FINRA matters, (vii) the fees and disbursements of the transfer agent and registrar for the SecuritiesShares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering of the Securities Shares to prospective investors and the RepresentativesUnderwriters’ respective sales forces, including, without limitation, 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, travel, lodging and other expenses incurred by the officers and other representative representatives of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; show and (ix) fees, expenses and disbursements relating to background checks of the Company’s directors and management team; and (x) the performance of the Company’s other obligations hereunder; provided however, that all such costs and expenses pursuant to this Section 4 and otherwise which are incurred by the Representatives shall not exceed $100,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representatives and others, as agreed to by the Company in writing.