Common use of Expenses of the Offering Clause in Contracts

Expenses of the Offering. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the authorization, allotment and issue of the Units and Underlying Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Units and Underlying Shares for sale to the public, the fees and expenses of counsel for the Company, all fees and expenses of local counsel, all fees and expenses of the Company's auditors, all costs relating to information meetings (including roadshow expenses), all filing and listing fees and all costs incurred in connection with the preparation, printing and filing of the Registration Statement, the Warrant Registration Statement (including financial statements and exhibits and the Form F-X and Warrant Form F-X), Canadian Preliminary Prospectus, Canadian Warrant Preliminary Prospectus, U.S. Warrant Prospectus, U.S. Warrant Base Prospectus, Final Prospectus, Final Warrant Prospectus, Canadian Prospectus, Canadian Warrant Prospectus, U.S. Prospectus, U.S. Warrant Prospectus, Supplementary Material and share certificates representing the Shares, certificates representing the Warrants, filing fees incident to (including the reasonable fees and disbursements of counsel to the Underwriters in connection with) the review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Units and the Underlying Shares, fees and expenses of the transfer agent and registrar for the Shares and Warrants and the Underlying Shares (but excluding the fees of the Underwriters' and any out-of-pocket expenses of the Underwriters) shall be borne by and be for the account of the Company, provided that if this agreement is terminated in accordance with the provisions of subparagraph 6(a)(i) and paragraph 6(b), the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Agnico Eagle Mines LTD)

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Expenses of the Offering. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the authorization, allotment and issue of the Units and Underlying Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Units and Underlying Shares for sale to the public, the reasonable fees and expenses of counsel for the Company, all reasonable fees and expenses of local counsel, all reasonable fees and expenses of the Company's ’s auditors, all reasonable costs relating to information meetings (including roadshow expenses), all filing and listing fees and all costs incurred in connection with the preparation, printing and filing of of, and any costs associated with electronic delivery by the Underwriters to investors of, the Registration Statement, the Warrant Registration Statement (including financial statements and exhibits and the Form F-X and Warrant Form F-X), Canadian Preliminary Prospectus, Canadian Warrant U.S. Preliminary Prospectus, U.S. Warrant Prospectus, U.S. Warrant Base Prospectus, Final Prospectus, Final Warrant Prospectus, Canadian Prospectus, Canadian Warrant Prospectus, U.S. Prospectus, U.S. Warrant Prospectus, Supplementary Material and share certificates representing the Shares, certificates representing the Warrants, filing fees incident to (including the reasonable fees and disbursements of counsel to the Underwriters in connection with) the review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Units and the Underlying Sharesany Permitted Free Writing Prospectus, fees and expenses of the transfer agent and registrar for the Shares and Warrants and the Underlying Shares (but excluding the fees of the Underwriters' and any out-of-pocket expenses of the Underwriters) shall be borne by and be for the account of the Company, provided that if this agreement is terminated in accordance with the provisions of subparagraph 6(a)(i) and paragraph 6(b), the Company shall reimburse only be responsible for up to US$125,000 of the legal fees of Underwriters’ Counsel (exclusive of disbursements and applicable taxes). The Lead Underwriter shall be entitled to not less than 65% of the aggregate fees payable to all agents or underwriters in connection with the Offering. The aggregate amount of expenses reimbursed to the Underwriters in connection with the Offering (other than reimbursement for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel Underwriters’ Counsel), including, without limitation, payments for any taxes, disbursements and roadshow expenses, shall not exceed US$25,000. The foregoing caps to the Underwritersfees and expenses are subject to adjustment in the event that the Underwriters elect to acquire the Option Shares; provided that any such adjustment shall be agreeable to the Company (acting reasonably) and comply with applicable FINRA rules and requirements.

Appears in 1 contract

Samples: Underwriting Agreement (Gold Standard Ventures Corp.)

Expenses of the Offering. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the authorization, allotment and issue of the Units and Underlying Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Units and Underlying Shares for sale to the public, the reasonable fees and expenses of counsel for the Company, all reasonable fees and expenses of local counsel, all reasonable fees and expenses of the Company's auditors, all reasonable costs relating to information meetings (including roadshow expenses), all filing and listing fees and all costs incurred in connection with the preparation, printing and filing of of, and any costs associated with electronic delivery by the Underwriters to investors of, the Registration Statement, the Warrant Registration Statement (including financial statements and exhibits and the Form F-X and Warrant Form F-X), Canadian Preliminary Prospectus, Canadian Warrant U.S. Preliminary Prospectus, U.S. Warrant Prospectus, U.S. Warrant Base Prospectus, Final Prospectus, Final Warrant Prospectus, Canadian Prospectus, Canadian Warrant Prospectus, U.S. Prospectus, U.S. Warrant Prospectus, Supplementary Material and share certificates representing the Shares, certificates representing the Warrantsany Permitted Free Writing Prospectus, filing fees incident to (including the reasonable fees and disbursements of counsel to the Underwriters in connection with) the review by the National Association of Securities Dealers, Inc. FINRA of the terms of the sale of the Units and the Underlying Shares, fees and expenses of the transfer agent and registrar for the Shares and Warrants and the Underlying Shares (but excluding the fees of the Underwriters' and any out-of-pocket expenses of the Underwriters) shall be borne by and be for the account of the Company, provided that if this agreement is terminated in accordance with the provisions of subparagraph 6(a)(i) and paragraph 6(b), the Company shall reimburse only be responsible for up to US$245,000 of the Underwriters legal fees of Underwriters' counsel (exclusive of disbursements and applicable taxes), and provided further that if the over-allotment option provided for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for in Section 3(c) is exercised by the Underwriters, in whole or in part, then the Company agrees to be responsible for an additional amount of up to US$15,000 of the legal fees of Underwriters' counsel (exclusive of disbursements and applicable taxes).

Appears in 1 contract

Samples: Vista Gold Corp

Expenses of the Offering. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the authorization, allotment and issue of the Units and Underlying Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Units and Underlying Shares for sale to the public, the fees and expenses of counsel for the Company, all fees and expenses of local counsel, all fees and expenses of the Company's auditors, all costs relating to information meetings (including roadshow expenses), all filing and listing fees and all costs incurred in connection with the preparation, printing and filing of of, and any costs associated with electronic delivery by the Underwriters to investors of, the Registration Statement, the Warrant Registration Statement (including financial statements and exhibits and the Form F-X and Warrant Form F-X), Canadian Preliminary Prospectus, Canadian Warrant Preliminary Prospectus, U.S. Warrant Prospectus, U.S. Warrant Base Prospectus, Final Prospectus, Final Warrant Prospectus, Canadian Prospectus, Canadian Warrant Prospectus, U.S. Prospectus, U.S. Warrant ProspectusSupplementary Material, Supplementary Material any Permitted Free Writing Prospectus and share certificates representing the Shares, certificates representing the Warrants, filing fees incident to (including the reasonable fees and disbursements of counsel to the Underwriters in connection with) the review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Units and the Underlying Shares, fees and expenses of the transfer agent and registrar for the Shares and Warrants and the Underlying Shares (but excluding the fees of the Underwriters' and any out-of-pocket expenses of the Underwriters) shall be borne by and be for the account of the Company, provided that if this agreement is terminated in accordance with the provisions of subparagraph 6(a)(i) and paragraph 6(b), the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

Appears in 1 contract

Samples: Agnico Eagle Mines LTD

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Expenses of the Offering. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the authorization, allotment and issue of the Units and Underlying Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Units and Underlying Shares for sale to the public, the reasonable fees and expenses of counsel for the Company, all reasonable fees and expenses of local counsel, all reasonable fees and expenses of the Company's ’s auditors, all reasonable costs relating to information meetings (including roadshow expenses), all filing and listing fees and all costs incurred in connection with the preparation, printing and filing of of, and any costs associated with electronic delivery by the Underwriters to investors of, the Registration Statement, the Warrant Registration Statement (including financial statements and exhibits and the Form F-X and Warrant Form F-X), Canadian Preliminary Prospectus, Canadian Warrant U.S. Preliminary Prospectus, U.S. Warrant Prospectus, U.S. Warrant Base Prospectus, Final Prospectus, Final Warrant Prospectus, Canadian Prospectus, Canadian Warrant Prospectus, U.S. Prospectus, U.S. Warrant Prospectus, Supplementary Material and share certificates representing the Shares, certificates representing the Warrants, filing fees incident to (including the reasonable fees and disbursements of counsel to the Underwriters in connection with) the review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Units and the Underlying Sharesany Permitted Free Writing Prospectus, fees and expenses of the transfer agent and registrar for the Shares and Warrants and the Underlying Shares (but excluding the fees of the Underwriters' and any out-of-pocket expenses of the Underwriters) shall be borne by and be for the account of the Company, provided that if this agreement is terminated in accordance with the provisions of subparagraph 6(a)(i) and paragraph 6(b), the Company shall reimburse only be responsible for up to US$110,000 of the legal fees of Underwriters’ Counsel (exclusive of disbursements and applicable taxes). The aggregate amount of expenses reimbursed to the Underwriters in connection with the Offering (other than reimbursement for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel Underwriters’ Counsel), including, without limitation, payments for any taxes, disbursements and roadshow expenses, shall not exceed US$5,200. The foregoing caps to the Underwritersfees and expenses are subject to adjustment in the event that the Underwriters elect to acquire the Option Shares; provided that any such adjustment shall comply with applicable FINRA rules and requirements.

Appears in 1 contract

Samples: Underwriting Agreement (Gold Standard Ventures Corp.)

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