Offering Costs Clause Samples
The Offering Costs clause defines which party is responsible for paying the expenses associated with preparing, marketing, and completing a securities offering. Typically, these costs may include legal fees, registration fees, printing, and distribution expenses, and are often allocated between the issuer and underwriters according to the agreement. By clearly assigning financial responsibility, this clause helps prevent disputes over payment and ensures transparency in the transaction process.
Offering Costs. ENVISION will pay all legal, accounting, printing and other Offering expenses incurred by the Company from its existing general working capital.
Offering Costs. The Company reimburses the Manager and the Sub-Manager, along with their respective affiliates, for the offering costs (other than selling commissions and dealer manager fees) they have incurred on the Company’s behalf only to the extent that such expenses do not exceed 1.5% of the cumulative gross proceeds from the Public Offerings. The Company incurred an obligation to reimburse the Manager and Sub-Manager for offering costs based on actual amounts raised through the Public Offerings of approximately $0.3 million and $1.0 million during the quarters ended June 30, 2024 and 2023, respectively, and approximately $0.5 million and $2.0 million during the six months ended June 30, 2024
Offering Costs. The Company will pay offering expenses for financial service fees, legal fees, accounting fees, transfer agent fees, blue sky fees, and printing costs. 8.
Offering Costs. The Company defers offering costs, such as legal, accounting and printing costs, until such time as the offering is completed. At that time, the Company offsets the offering costs against the proceeds from the offering. If an offering is unsuccessful, the costs are charged to operations at that time.
Offering Costs. In consideration for other expenses incurred by Nexcore in connection with the Offering, including but not limited to administrative and miscellaneous expenses, Nexcore will also receive from ENVISION a non-accountable expense reimbursement in cash equal to two (2%) percent of the total purchase price of all Shares sold in the Offering by or through Nexcore or by or through other FINRA licensed entities referred by Nexcore, provided, however, that should ENVISION refer prospective investors to Nexcore for potential inclusion in the offering, Nexcore will not be entitled to an expense reimbursement with respect to those referrals. In addition, should any single investor purchase 12,500 or more Shares for a total purchase price of $500,000 or more, Nexcore will not be entitled to an expense reimbursement with respect to that investment. In addition, as non-cash incentive compensation for Nexcore, ENVISION shall also compensate Nexcore with non-assessable and assignable Warrants to purchase common stock of the Company at $40.00 (Forty dollars) per share exercisable up to five (5) years after the termination or expiration of the Offering. ENVISION shall compensate Nexcore with the number of Warrants equal to seven percent (7%) of the total number of Shares sold in this Offering by or through Nexcore or by or through another FINRA licensed entity referred by Nexcore, subject to a maximum of 7,000 Warrants. The Warrant shall not include any sales of Shares made by ENVISION itself or by a third party not referred by Nexcore. Nexcore acknowledges that, concurrently with the Offering, ENVISION is offering for sale convertible promissory notes in an aggregate amount up to $1,000,000. As referred to in mis agreement, the term "Offering" does not include the sale of any such notes. Nexcore understands that ENVISION intends to reduce the amount of the Offering by the aggregate principal amount of any convertible promissory notes sold by ENVISION. Nexcore shall not be compensated with respect to the sale of any such notes, and acknowledges that any reduction of the amount of the Offering as a result of the sale of notes may reduce the compensation otherwise payable to Nexcore pursuant to this agreement.