Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisorsadvisors to the Company, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, prospectus and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Progenics Pharmaceuticals Inc), Underwriting Agreement (Progenics Pharmaceuticals Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable and documented attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (provided that such filing fees and legal fees of counsel shall not exceed $10,000), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Fate Therapeutics Inc), Underwriting Agreement (Fate Therapeutics Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisorsadvisors of the Company, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the CompanyCompany or the Selling Stockholder, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (not to exceed $7,000 (excluding filing fees)), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) all other fees, costs the fees and expenses of associated with listing the nature referred to in Item 14 of Part II of Offered Shares on the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateNYSE. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel. The Selling Stockholder further agrees with each Underwriter to pay (directly or by reimbursement) (i) the fees and expenses of counsel and other advisors for the Selling Stockholder and (ii) expenses and taxes incident to the sale and delivery of the Offered Shares to be sold by the Selling Stockholder to the Underwriters hereunder. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholder, on the other hand.
Appears in 2 contracts
Samples: Underwriting Agreement (QualityTech, LP), Underwriting Agreement (QTS Realty Trust, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyoffering of the Offered Shares hereunder, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations registrations, determinations and exemptions; provided such fees and disbursements related to distribution in Canada do not exceed $10,000 in the aggregate, (vii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, FINRA’s review, if any, and approval of the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing ; provided such fees and disbursements do not exceed $10,000 in the legal fees of, and disbursements by, counsel to the Underwriteraggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, and travel and lodging expenses of the representatives, employees and officers of the Company and of the Representative and any such consultants, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq Global Select Market, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Ardea Biosciences, Inc./De), Underwriting Agreement (Sequenom Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) up to an aggregate of $10,000 of the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (La Jolla Pharmaceutical Co), Underwriting Agreement (La Jolla Pharmaceutical Co)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, prospectus and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, in an amount not to exceed $7,500, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, in an amount not to exceed $15,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representativesRepresentatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the Road Show; provided, however, that any such aircraft shall only be chartered with the Company’s prior written consent, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that . Any such amount payable to the Company shall not Underwriters may be responsible deducted from the purchase price for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateOffered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Testing-the-Waters Communication and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, such fees and expenses not to exceed $5,000, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, such legal fees not to exceed $10,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Testing-the-Waters Communication or any Testing-the-Waters Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and one half of the cost of any aircraft chartered in connection with the road show, provided, however, that the prior written approval of the Company was obtained prior to the chartering of any such aircraft, (ix) the fees and expenses associated with listing the Offered Shares on Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (CareDx, Inc.), Underwriting Agreement (CareDx, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with the rules FINRA review and regulations approval of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, provided that the aggregate attorneys’ costs, fees and expenses pursuant to this clause (vii) shall not exceed $30,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company Company, and 50% of the cost of any such consultantsaircraft chartered in connection with the road show, with the other 50% being paid by the Underwriters, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ Global Select Market, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (El Pollo Loco Holdings, Inc.), Underwriting Agreement (El Pollo Loco Holdings, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectusthe Preliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several states of the United States, and, if requested the provinces of Canada or other jurisdictions designated by the UnderwriterUnderwriters (including, without limitation, the cost of preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions), (vii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, FINRA’s review, if any, and approval of the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultants, (ix) the fees and expenses associated with including the Offered Shares on the Nasdaq Global Select Market, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Sabra Health Care REIT, Inc.), Underwriting Agreement (Sabra Health Care REIT, Inc.)
Payment of Expenses. The Company agrees with the Underwriter to pay all costspay: (a) the costs incident to the authorization, issuance, sale, preparation and delivery (including electronic delivery) of the Shares and any taxes payable in that connection; (b) the costs incident to the Registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, Preliminary Prospectuses, Prospectuses, any amendments and exhibits thereto or any document incorporated by reference therein, the costs of printing, reproducing and distributing, the "Agreement Among Underwriters" between the Representative and the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire and this Agreement by mail, telex or other means of communications and the costs of preparing, printing, reproducing and distributing the additional Canadian supplement prepared in connection with the offering of the Shares in Canada on a private placement basis; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriters) incurred in connection with the performance of its obligations hereunder and in connection filings made with the transactions contemplated herebyNational Association of Securities Dealers, Inc.; (e) any applicable listing or other fees; (f) the fees and expenses of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(f) and of preparing, printing and distributing Blue Sky Memoranda and Legal Investment Surveys (including without limitation (i) all related fees and expenses incident of counsel to the issuance and delivery of the Offered Shares Underwriters); (including all printing and engraving costs), (iig) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, Shares; and (iiih) all necessary issue, transfer other costs and other stamp taxes in connection with expenses incident to the issuance and sale performance of the Offered Shares to obligations of the UnderwriterCompany under this Agreement (including, (iv) all without limitation, the fees and expenses of the Company’s counsel, independent public or certified public accountants 's counsel and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company's independent accountants); provided that, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except except as otherwise provided in this Section 4 or 5 and in Section 7, Section 9 or Section 10 hereof10, the Underwriter Underwriters shall pay its their own costs and expenses, including the fees and disbursements expenses of its their counsel, any transfer taxes on the Shares which they may sell and the expenses of advertising any offering of the Shares made by the Underwriters.
Appears in 2 contracts
Samples: Lions Gate Entertainment Corp /Cn/, Lions Gate Entertainment Corp /Cn/
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, in an amount not to exceed $15,000, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, in an amount not to exceed $20,000 (excluding filing fees), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; provided, however, that the Underwriters and the Company agree that the Underwriters shall be responsible for the payment of the Underwriters’ food and lodging expenses and fifty percent (50%) of the cost of aircraft and other transportation chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Five Prime Therapeutics Inc), Underwriting Agreement (Five Prime Therapeutics Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ ' fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s 's participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 9, Section 10 or Section 10 11 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its their counsel. The Selling Stockholders agree with the Underwriter to pay the Selling Stockholders' own expenses incident to the performance by the Selling Stockholders of their obligations under this Agreement including fees and expenses of counsel for such Selling Stockholders.
Appears in 2 contracts
Samples: Underwriting Agreement (Hain Celestial Group Inc), Underwriting Agreement (Hain Celestial Group Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing feesup to an aggregate of $15,000 of the costs, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) up to an aggregate of $15,000 of the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered by the Representative with the Company’s prior written consent in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Corium International, Inc.), Underwriting Agreement (Corium International, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum (such “Blue Sky Survey” or memorandum, fees and expenses of counsel not to exceed $5,000) and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters in an amount not to exceed $20,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representativesRepresentatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing the Offered Shares on NASDAQ and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and their own travel and lodging expenses.
Appears in 2 contracts
Samples: Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its and the Selling Shareholder’s respective obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance sale and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares (including the Offered Shares), (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (viv) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (viivi) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees ofof (such legal fees not to exceed $15,000 with respect to clause (v) and this clause (vi)), and disbursements by, counsel to the Underwriter, (viiivii) the costs fees and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with listing the preparation or dissemination Offered Shares on the NASDAQ, (viii) all fees and expenses incident to the performance of any electronic road showthe Selling Shareholder’s obligations under this Agreement which are not otherwise specifically provided for herein, expenses associated with including but not limited to the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with (1) one counsel for the road show presentations with Selling Shareholder and (2) each additional counsel retained by the prior approval Selling Shareholder for the purpose of the Company, travel and lodging expenses rendering an opinion on behalf of the representatives, employees and officers such Selling Shareholder pursuant to Section 6(j) of the Company and any such consultantsthis Agreement, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration StatementStatement and (b) the Selling Shareholder agrees to pay any necessary transfer and other stamp taxes and withholding taxes payable in connection with the sale of the Offered Shares to the Underwriter; provided, howeverthat, that for the Company avoidance of doubt and notwithstanding anything to the contrary in this Agreement, only the Selling Shareholder, and not the Company, shall not be responsible for any fees or expenses related to clauses the taxes described in this clause (vi) and (vii) in excess of $10,000 in the aggregateb). Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its counsel. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Shareholder, on the other hand. The Selling Shareholder shall pay the underwriting discounts and commissions with respect to any Shares sold by it pursuant to this Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Medpace Holdings, Inc.), Underwriting Agreement (Medpace Holdings, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including any fees and expenses related to the use of book-entry notes and all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent Trustee of the shares of Common StockSecurities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreementeach of the Transaction Documents, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or reasonably incurred by the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, ,” including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of preparing and providing any CUSIP or other identification numbers for the Securities, (x) any fees charged by rating agencies for rating the Securities, and (xi) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to . Except as specifically provided in clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Sterling Bancorp), Underwriting Agreement (Sterling Bancorp)
Payment of Expenses. The Company agrees Issuers and the Guarantors, jointly and severally, agree to pay pay, or cause to be paid, all costs, fees and expenses incurred in connection with the performance of its their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation limitation: (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iviii) all fees and expenses of the Company’s Issuers’ and the Guarantors’ counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Prospectus and the Company, and each preliminary prospectusProspectus, and all amendments and supplements thereto, and the mailing and delivering of copies thereof to the Underwriters and dealers, this Agreement, the Indenture and the Securities, (viv) all filing fees, attorneys’ fees and expenses incurred by the Company Issuers, the Guarantors or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several states of the United States, and, if requested the provinces of Canada or other jurisdictions designated by the UnderwriterUnderwriters (including, preparing without limitation, the cost of preparing, printing and printing a “Blue Sky Survey” mailing preliminary and final blue sky or memorandum legal investment memoranda), (vi) the fees and a “Canadian wrapper”expenses of the Trustee, including the fees and any supplements thereto, advising disbursements of counsel for the Underwriter of such qualifications, registrations Trustee in connection with the Indenture and exemptionsthe Securities, (vii) the costs, any fees and expenses incurred by the Underwriter payable in connection with determining their compliance the rating of the Securities with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterRatings Agencies, (viii) the costs filing fees for FINRA’s review of the offering of the Securities, and the reasonable fees and disbursements of counsel to the Underwriters in connection with compliance with FINRA’s rules and regulations, (ix) all fees and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, (including reasonable fees and expenses of any consultants engaged counsel) of the Issuers and the Guarantors in connection with the road show presentations with the prior approval of the CompanySecurities by DTC for “book-entry” transfer, travel and lodging the performance by the Issuers and the Guarantors of their respective other obligations under this Agreement, (x) all expenses incident to the “road show” for the offering of the representativesSecurities, employees and officers including the cost of the Company and any such consultantschartered airplane or other transportation, and (ixxi) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, and (xiii) all other costs and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section 5. It is understood, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except that, except as provided in this Section 4 or in 5, Section 7, Section 9 or 8 and Section 10 11 hereof, the Underwriter shall Underwriters will pay its all of their own costs and expenses, including the fees and disbursements expenses of its their counsel, all necessary transfer taxes payable on resale of any of the Notes by them and any advertising expenses connected with any offer they may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Regency Energy Partners LP), Underwriting Agreement (Regency Energy Partners LP)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum (such “Blue Sky Survey” or memorandum, fees and expenses of counsel not to exceed $10,000) and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters in an amount not to exceed $50,000 (excluding filing fees), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Collegium Pharmaceutical, Inc), Underwriting Agreement (Collegium Pharmaceutical, Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Prospectus and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the reasonable costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 27 of Part II C of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 5 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Gladstone Investment Corporation\de), Underwriting Agreement (Gladstone Investment Corporation\de)
Payment of Expenses. The Company agrees to pay all costs, fees fees, taxes and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockSecurities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement and the F-6 Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, any Written Testing-the-Waters Communication each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters (up to $15,000) in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, exemptions (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (up to $60,000), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”Road Show, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such chartered aircraft to be paid by the Underwriters, (ix) the fees and expenses associated with listing the Offered Securities on the Exchange, and (x) all other fees, costs and expenses of the nature referred to in Instruction to Item 14 9.F of Part II of Form 20-F. Any such amount payable to the Registration Statement; providedUnderwriters may be deducted from the purchase price for the Offered Securities, however, that subject to receipt by the Company shall not be responsible for any fees or expenses related of correct invoices to clauses (vi) evidence such deductions and (vii) in excess of $10,000 in the aggregatepayments. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: www.sec.gov, Taiwan Liposome Company, Ltd.
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations registrations, determinations and exemptions, (vii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, the rules NASD’s review, if any, and regulations approval of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq National Market, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as otherwise expressly provided in this Section 4 or in Section Sections 7, Section 9 or Section 10 hereofbelow, the Underwriter Underwriters shall pay its bear their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Power Medical Interventions, Inc.), Underwriting Agreement (Power Medical Interventions, Inc.)
Payment of Expenses. The Company agrees to pay all reasonable costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (such fees and expenses of counsel in an aggregate amount not to exceed $20,000), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Endocyte Inc), Underwriting Agreement (Endocyte Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the reasonable, actual and documented out-of-pocket costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing filings fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, reasonable travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters (ixprovided that no aircraft may be chartered without the Company’s prior written consent), (xi) the fees and expenses associated with listing the Offered Shares on the Exchange and the TSX, (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration StatementStatement and (xi) all other “out of pocket” costs of the Underwriters and all fees and disbursements of the Underwriters’ legal counsel; provided, however, provided that the Company shall not be responsible for any fees or expenses related amount payable pursuant to foregoing clauses (vi), (vii) and (viixi) in excess of the aggregate shall not exceed $10,000 in 100,000. Any such amount payable to the aggregateUnderwriters may be deducted from the purchase price for the Offered Shares to the extent invoiced prior to closing. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Aptose Biosciences Inc.), Underwriting Agreement (Aptose Biosciences Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable and documented attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the reasonable and documented legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any costs, fees or and expenses related of counsel to the Underwriters in clauses (vi) and (vii) shall in excess of no event exceed $10,000 20,000 in the aggregate. Except as provided in this Section Section 4 or in Section Section 7, Section Section 9 or Section Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Ocular Therapeutix, Inc), Underwriting Agreement (Ocular Therapeutix, Inc)
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its and the Selling Shareholder’s respective obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance sale and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares (including the Offered Shares), (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale ProspectusInformation, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (viv) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (viivi) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees ofof (such legal fees not to exceed $15,000 with respect to clause (v) and this clause (vi)), and disbursements by, counsel to the Underwriter, (viiivii) the costs fees and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with listing the preparation or dissemination Offered Shares on the NASDAQ, (viii) all fees and expenses incident to the performance of any electronic road showthe Selling Shareholder’s obligations under this Agreement which are not otherwise specifically provided for herein, expenses associated with including but not limited to the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with (1) one counsel for the road show presentations with Selling Shareholder and (2) each additional counsel retained by the prior approval Selling Shareholder for the purpose of the Company, travel and lodging expenses rendering an opinion on behalf of the representatives, employees and officers such Selling Shareholder pursuant to Section 6(j) of the Company and any such consultantsthis Agreement, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration StatementStatement and (b) the Selling Shareholder agrees to pay any necessary transfer and other stamp taxes and withholding taxes payable in connection with the sale of the Offered Shares to the Underwriter; provided, howeverthat, that for the Company avoidance of doubt and notwithstanding anything to the contrary in this Agreement, only the Selling Shareholder, and not the Company, shall not be responsible for any fees or expenses related to clauses the taxes described in this clause (vi) and (vii) in excess of $10,000 in the aggregateb). Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its counsel. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Shareholder, on the other hand. The Selling Shareholder shall pay the underwriting discounts and commissions with respect to any Shares sold by it pursuant to this Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Medpace Holdings, Inc.), Underwriting Agreement (Medpace Holdings, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costsreasonable fees, fees out-of-pocket costs and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ Global Market, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, provided however that the Company shall not be responsible for any fees or costs, fees, and expenses related of counsel to the Underwriters in clauses (vi) and (vii) shall in excess of no event exceed $10,000 15,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Green Plains Inc.), Underwriting Agreement (Green Plains Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance by the Company of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Common Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Common Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisorsadvisors engaged by the Company, (v) fees and expenses of one counsel for both of the Selling Stockholders; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Prospectus (including any Prospectus wrapper) and the Company, and each preliminary prospectusProspectus (including any Prospectus wrapper), and all amendments and supplements thereto, and this Agreement, (vivii) all filing fees, attorneys’ fees and expenses reasonably incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Common Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (viiviii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, the rules NASD’s review and regulations approval of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Common Shares, including any related filing (ix) the fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with including the preparation or dissemination of any electronic road showCommon Stock on the NASDAQ Global Select Market, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, howeverand (xi) any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Common Shares, provided that the Company shall not be responsible and the Underwriters agree that expenses for any fees or expenses related to clauses (vi) charter air travel in connection with such meetings shall be borne equally by the Company and (vii) in excess of $10,000 in the aggregateUnderwriters. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of their counsel. Each Selling Stockholder further agrees with each Underwriter to pay (directly or by reimbursement) its counselindividual fees and expenses incident to the performance of its respective obligations under this Agreement which are not otherwise specifically provided for herein, including but not limited to (i) fees and expenses of counsel (beyond one counsel for both of the Selling Stockholders) and other advisors for such Selling Stockholder and (ii) expenses and taxes incident to the sale and delivery of the Common Shares to be sold by such Selling Stockholder to the Underwriters hereunder. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholders, on the other hand.
Appears in 2 contracts
Samples: Underwriting Agreement (Ev3 Inc.), Underwriting Agreement (Ev3 Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ ' fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “"Blue Sky Survey” " or memorandum and a “"Canadian wrapper”, " and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations registrations, determinations and exemptions, (vii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter Underwriters (up to $10,000 of counsel fees and expenses) in connection with determining their compliance with with, the rules NASD's review, if any, and regulations approval of FINRA related to the Underwriter’s Underwriters' participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “"road show”" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representative and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in 4, Section 7, Section 8 and Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (NanoDynamics, Inc.), Underwriting Agreement (NanoDynamics, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptionsexemptions in an amount not to exceed $5,000 in the aggregate, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters in an amount not to exceed $10,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to under the caption “Expenses of the Issue” in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 4(vi) and Section 4(vii) above or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Mesa Laboratories Inc /Co), Underwriting Agreement (Mesa Laboratories Inc /Co)
Payment of Expenses. The Company Partnership agrees with the Manager that whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, to pay all costs, fees and of its expenses incurred in connection with incident to the performance of its obligations hereunder hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident the preparation and filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the issuance Manager (including costs of mailing and shipment); (ii) the registration, issue, sale and delivery of the Offered Shares (Units including all printing any stock or transfer taxes and engraving costs)stamp or similar duties payable upon the sale, (ii) all fees and expenses issuance or delivery of the registrar and transfer agent of the shares of Common Stock, Units; (iii) all necessary issuethe producing, transfer word processing and/or printing of this Agreement, any powers of attorney and other stamp taxes in connection with any closing documents (including compilations thereof) and the issuance reproduction and/or printing and sale furnishing of the Offered Shares copies of each thereof to the Underwriter, Manager (including costs of mailing and shipment); (iv) all the qualification of the Units for offering and sale under state laws and the determination of their eligibility for investment under state or foreign law and the preparation of any Canadian “wrapper” (including the reasonable legal fees and expenses filing fees and other disbursements of U.S. and any Canadian or other foreign counsel for the Manager) and the printing and furnishing of copies of any blue sky surveys and any such Canadian “wrapper” to the Manager; (v) the listing of the CompanyUnits on the NASDAQ and any other securities exchange and any registration thereof under the Exchange Act; (vi) any filing with, and any review of the public offering of the Units by, the Financial Industry Regulatory Authority, Inc. (“FINRA”), including the reasonable legal fees and disbursements of counsel for the Manager relating to FINRA matters; and (vii) the reasonable fees and disbursements of the Partnership’s counsel, independent public or certified public accountants Manager’s counsel (in an amount not to exceed $50,000 through the date of this Agreement and other advisors$10,000 for each quarterly period thereafter) and of the Partnership’s accountants. It is understood, (vhowever, that except as provided in this Section 5 and Sections 3(a)(iv) and 7 hereof, the Manager will pay all of its own out-of-pocket costs and expenses incurred in connection with entering into this Agreement and the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared transactions contemplated by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its counsel.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Eagle Rock Energy Partners L P), Equity Distribution Agreement (Eagle Rock Energy Partners L P)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockOffered Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing feesup to $15,000 of the costs, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) up to an aggregate of $15,000 of the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesShares , including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing the Offered Shares on Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel, travel and lodging expenses of the Representatives.
Appears in 2 contracts
Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptionsexemptions (not to exceed $10,000 with respect to this clause (vi)), (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (not to exceed $15,000 with respect to this clause (vii)), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, and fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel (ix) the fees and lodging expenses of associated with listing the representatives, employees and officers of Offered Shares on the Company and any such consultantsNasdaq, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Protagonist Therapeutics, Inc), Underwriting Agreement (Protagonist Therapeutics, Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockOffered Shares and Warrant Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing feesup to $15,000 of the costs, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) up to an aggregate of $15,000 of the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares and Warrant Shares on Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel, travel and lodging expenses of the Representatives and 50% of the cost of any aircraft chartered in connection with the road show.
Appears in 2 contracts
Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the reasonable costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and one-half the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided for in in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (GLADSTONE LAND Corp), Underwriting Agreement (Gladstone Commercial Corp)
Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees and the Guarantors jointly and severally will pay or cause to pay be paid all costscosts and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (iv) the fees and expenses incurred in connection with the performance registration or qualification and determination of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery eligibility for investment of the Offered Shares Securities under the laws of Canada and such other jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including all printing the related fees and engraving costsexpenses of counsel for the Underwriters), ; (iiv) all any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the registrar Trustee and transfer any paying agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all including related fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, any counsel to such parties); (vvii) all costs expenses and expenses application fees incurred in connection with any filing with, and clearance of the offering by, the FINRA; (viii) the preparation, printing, filing, shipping printing and distribution of one or more versions of the Registration Statement Preliminary Prospectus and the Prospectus for distribution in Canada, often in the form of a Canadian “wrapper” (including financial statements, exhibits, schedules, consents related fees and certificates expenses of experts), Canadian counsel to the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Underwriters and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (viix) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and (ix) all other fees, costs and expenses of the nature referred ” presentation to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its counselpotential investors.
Appears in 2 contracts
Samples: Penn Virginia Corp, Penn Virginia Corp
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, documented and reasonable attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptionsexemptions (up to a maximum aggregate amount of $5,000 for the documented and reasonable fees and disbursements of counsel to the Underwriters), (vii) up to an aggregate of $15,000 of the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, ,” including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided, however, that the Underwriters shall be responsible for the payment of the Underwriters’ food and lodging expenses and fifty percent (50%) of the cost of such aircraft and other transportation chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and for the avoidance of doubt, any expenses incurred by the Underwriters relating to any investor presentations or “road shows.”
Appears in 2 contracts
Samples: Underwriting Agreement (Codexis, Inc.), Underwriting Agreement (Codexis Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisorsadvisors (other than as set forth in the last sentence of this Section 4), (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations registrations, determinations and exemptions, (vii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, the rules FINRA’s review, if any, and regulations approval of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq Global Market, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of their counsel and, if and only if the Closing occurs, the reasonable fees of XMS Capital, in its counselcapacity as consultant to the Company in connection with the Offering, up to a maximum aggregate amount of $375,000.
Appears in 2 contracts
Samples: Underwriting Agreement (Green Plains Renewable Energy, Inc.), Underwriting Agreement (Green Plains Renewable Energy, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs)Shares, (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (viv) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (viivi) the costs, fees and expenses incurred by the Underwriter not to exceed $25,000 in connection with determining their its compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the reasonable legal fees of, and disbursements by, counsel to the Underwriter, (viiivii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, (ix) fees and expenses of counsel and other advisors for the Selling Stockholders and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its counselcounsel and travel and lodging expenses (including one half of the cost of any aircraft chartered in connection with the roadshow and stock transfer taxes on any resale of any of the Offered Shares by them). Each Selling Stockholder further agrees with the Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of such Selling Stockholder’s obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to stock transfer taxes, stamp duties and other similar taxes, and any other fees, expenses and taxes incident to the sale and delivery of the Offered Shares to be sold by such Selling Stockholder to the Underwriter hereunder and the initial resale of such Offered Shares by the Underwriter. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and any Selling Stockholder, on the other hand.
Appears in 2 contracts
Samples: Underwriting Agreement (PRA Health Sciences, Inc.), Underwriting Agreement (PRA Health Sciences, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyhereunder, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each Preliminary Prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptionsexemptions (including the fees and disbursements of counsel for the Underwriters in an amount not to exceed $10,000), (vii) the costs, fees and expenses incurred by the Underwriter in connection associated with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution listing of the Offered Shares, including any related filing fees and Shares on the legal fees of, and disbursements by, counsel to the UnderwriterNew York Stock Exchange, (viii) the costs all transportation and other expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged incurred in connection with the road show presentations with the prior approval to prospective purchasers of the CompanyShares, travel and lodging expenses of the representatives, employees and officers of except that the Company and any the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such consultants, purposes and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Mgic Investment Corp), Underwriting Agreement (Mgic Investment Corp)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costsreasonable fees, fees out-of-pocket costs and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representative and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ Global Market, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, prospectus and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptionsexemptions in an amount not to exceed $5,000, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters in an amount not to exceed $35,000 (excluding filing fees), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, ” including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and their own travel and lodging expenses.
Appears in 2 contracts
Samples: Underwriting Agreement (Bellicum Pharmaceuticals, Inc), Underwriting Agreement (Bellicum Pharmaceuticals, Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer transfer, stamp or similar taxes or duties (including any interest and other stamp taxes penalties thereon) in connection with the issuance and sale authorization, preparation, issuance, sale, resale or delivery of the Offered Shares pursuant to this Agreement or the Underwriterexecution and delivery of this Agreement, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Rule 163B Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters; provided, however, that such legal fees described in this clause (vii), taken together with the legal fees described in clause (vi) above, shall not exceed $35,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Rule 163B Communication or any Rule 163B Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (it being understood that the Underwriters will pay or cause to be paid the other 50% of the cost of such aircraft), (ix) the fees and expenses associated with listing the Offered Shares on the NYSE, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, provided that the Company shall not be responsible for any fees or expenses related to payable under clauses (vi) and (vii) above and any expenses relating to the 50% of the cost of any private aircraft chartered in excess of $10,000 connection with the road show described in the aggregateclause (viii) above are invoiced in a reasonably timely or otherwise customary manner. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (fuboTV Inc. /FL), Underwriting Agreement (fuboTV Inc. /FL)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the reasonable, actual and documented out-of-pocket costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing filings fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, reasonable travel and lodging expenses of the representativesRepresentatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters (provided that no aircraft may be chartered without the Company’s prior written consent), (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration StatementStatement and (xi) all other “out of pocket” costs of the Underwriters and all fees and disbursements of the Underwriters’ legal counsel; provided, however, provided that the Company shall not be responsible for any fees or expenses related amount payable pursuant to foregoing clauses (vi), (vii) and (viixi) in excess of the aggregate shall not exceed $10,000 in 100,000. Any such amount payable to the aggregateUnderwriters may be deducted from the purchase price for the Offered Shares to the extent invoiced prior to closing. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (VBI Vaccines Inc/Bc), Underwriting Agreement (VBI Vaccines Inc/Bc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares Common Stock and conversion agent of Common the Preferred Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements theretomemorandum, advising the Underwriter Underwriters of such qualifications, registrations and exemptionsexemptions (including fees and disbursements of counsel to the Underwriters up to $10,000), (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (including fees and disbursements of counsel to the Underwriters up to $15,000), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Viridian Therapeutics, Inc.\DE), Underwriting Agreement (Viridian Therapeutics, Inc.\DE)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, Canada and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptionsexemptions (such fees and expenses of counsel in an aggregate amount not to exceed $10,000), (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, in an aggregate amount not to exceed $10,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show with the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and travel and lodging expenses of their representatives and employees.
Appears in 2 contracts
Samples: Underwriting Agreement (Wave Life Sciences Ltd.), Underwriting Agreement (Wave Life Sciences Ltd.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering and the determination of the eligibility for investment of (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations registrations, determinations and exemptions, provided, however, that the Company shall not be responsible for any fees and expenses related to this clause in excess of $20,000 in the aggregate (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, provided, however, that the Company shall not be responsible for any fees or expenses related to this clause in excess of $20,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered by the Company or with the Company’s prior consent in connection with the road show, (ix) the fees and expenses associated with listing the Conversion Shares on the NASDAQ and the Borsa Italiana and (x) all other fees, costs and expenses of the Company of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 2 contracts
Samples: Underwriting Agreement (Cti Biopharma Corp), Underwriting Agreement (Cell Therapeutics Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Notes (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of Trustee under the shares of Common StockIndenture, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Notes to the UnderwriterInitial Purchasers, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsPreliminary Offering Memorandum and the Final Offering Memorandum, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, the Disclosure Package and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Notes for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Initial Purchasers of such qualifications, registrations and exemptions, (vii) the costs, fees expenses of the Company and expenses incurred by the Underwriter Initial Purchasers in connection with determining their compliance with the rules marketing and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered SharesNotes, including any related filing fees all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Notes, except that the Company and the legal fees of, and disbursements by, counsel to Initial Purchasers will each pay 50% of the Underwritercost of privately chartered airplanes used for such purposes, (viii) the costs fees and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with approving the preparation or dissemination of any electronic road show, expenses associated with Conversion Shares for quotation on the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, New York Stock Exchange and (ix) all other fees, costs expenses and expenses of fees in connection with admitting the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible Notes for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 trading in the aggregatePORTAL Market. Except as provided in this Section 4 or in Section SECTION 4, SECTION 7, Section 9 or Section SECTION 10 and SECTION 11 hereof, the Underwriter Initial Purchasers shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Samples: Purchase Agreement (CBIZ, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation limitation: (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters; provided, however, that such legal fees, taken together with the legal fees described in clause (vi) above, shall not exceed $20,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultantsconsultants (it being understood that the Underwriters will pay or cause to be paid the travel and lodging expenses of their representatives), and 50% of the cost of any private aircraft chartered in connection with the road show (it being understood that the Underwriters will pay or cause to be paid the other 50% of the cost of such aircraft), (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to payable under clauses (vi) and (vii) above and any expenses relating to the 50% of the cost of any private aircraft chartered in excess of $10,000 connection with the road show described in the aggregateclause (viii) above are invoiced in a reasonably timely manner. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel, stock transfer taxes payable on resale of any of the Offered Shares by them and any advertising expenses connected with any offers they may make, as applicable.
Appears in 1 contract
Samples: Underwriting Agreement (Reneo Pharmaceuticals, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation limitation: (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters; provided, however, that such legal fees, taken together with the legal fees described in clause (vi) above, shall not exceed $40,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultantsconsultants (it being understood that the Underwriters will pay or cause to be paid the travel and lodging expenses of their representatives), and 50% of the cost of any private aircraft chartered in connection with the road show used by both representatives of the Company and the Underwriters (it being understood that the Underwriters will pay or cause to be paid the other 50% of the cost of such aircraft), (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement, and (xi) all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, in connection with matters related to the Directed Shares which are designated by the Company for sale to Participants; provided, however, that the Company shall not be responsible for any fees or expenses related to payable under clauses (vi) and (vii) above and any expenses relating to the 50% of the cost of any private aircraft chartered in excess of $10,000 connection with the road show described in the aggregateclause (viii) above are invoiced in a reasonably timely manner. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel, stock transfer taxes payable on resale of any of the Offered Shares by them and any advertising expenses connected with any offers they may make and lodging expenses incurred by them in connection with any road show, as applicable.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its the obligations of the Company hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations registrations, determinations and exemptions, (vii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, FINRA’s review, if any, and approval of the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq Global Market, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and any stock transfer taxes on the resale of any of the Offered Shares by them.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance issuance, sale and sale resale of the Offered Shares to the UnderwriterShares, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, United States and Canadian counsel to the UnderwriterUnderwriters, (viii) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers, (ix) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ixx) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (xi) all other fees, costs and expenses of the nature referred to under the caption “Expenses” in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance and delivery of the Offered Shares and the Class B Warrant Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Firm Shares and Optional Shares and the Warrant to the UnderwriterUnderwriters and their exercise of the Warrant and conversion of Class B Warrant Shares into Warrant Shares, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each preliminary prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable attorneys’ fees and reasonable out-of-pocket expenses incurred by the Company or the Underwriter Underwriters (not to exceed [$5,000]) in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, the rules NASD’s review and regulations approval of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs fees and expenses associated with quotation of the Common Stock on the Nasdaq National Market, (ix) all fees and expenses of the Company relating to investor presentations on any “road show”Custodians, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however(xi) all costs and expenses of the QIU in connection with its performance of the role of qualified independent Underwriter (xii) all costs and expenses incurred by the Company relating to the “road show” undertaken in connection with the marketing of the Shares, provided that the Company shall not be responsible for only one half of the cost of any aircraft chartered in connection with the road show, and (xii) all costs and expenses of the Underwriters, including the fees or expenses and disbursements of counsel for the Underwriters, in connection with matters related to clauses (vi) and (vii) in excess of $10,000 in the aggregateDirected Shares which are designated by the Company for sale to DSP Participants. Except as provided in this Section 4 or in Section 74, Section 9 or 6, Section 10 7 and Section 8 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and one half of the cost of any aircraft chartered in connection with the road show. The Selling Stockholders further agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement which are not otherwise specifically provided for herein, including, but not limited to, (i) fees and expenses of counsel and other advisors for such Selling Stockholders, (ii) fees and expenses of the Custodians and (iii) expenses and taxes incident to the sale and delivery of the Shares and the Warrant to be sold by such Selling Stockholders to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodians under the provisions of Section 2 of this Agreement). This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholders, on the other hand.
Appears in 1 contract
Samples: Underwriting Agreement (Ruths Chris Steak House, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale ProspectusGeneral Disclosure Package, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the cost of any such chartered aircraft shall be borne 50% by the Company and 50% by the Underwriters and (ix) all other fees, costs the fees and expenses associated with listing the Shares on Nasdaq; provided that the fees and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related counsel with respect to clauses (vi) and (vii) in excess of above shall not exceed $10,000 25,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockOrdinary Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Exchange Act Registration Statement, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterJefferies or BMO, preparing and printing a “Blue Sky Survey” or memorandum (such fees and expenses of counsel relating to such qualification or registration not to exceed $5,000) and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (such fees and expenses of counsel in an amount not to exceed $35,000), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters), and (ix) all other fees, costs the fees and expenses of associated with listing the nature referred to in Item 14 of Part II of Ordinary Shares on the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateNASDAQ. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and their travel and lodging expenses.
Appears in 1 contract
Samples: Sol-Gel Technologies Ltd.
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent and warrant agent of the shares of Common StockShares and Warrants, as applicable, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the reasonable costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, provided that the aggregate amount in clauses (vi) and (vii) does not exceed $30,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the offering of the Shares, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representativesRepresentatives, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing the Shares and the Warrant Shares on Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that . Any such amount payable to the Company shall not Underwriters may be responsible deducted from the purchase price for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateSecurities. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Samples: Underwriting Agreement (Ekso Bionics Holdings, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including any fees and expenses related to the use of book-entry securities and all printing and engraving costs), (ii) all fees and expenses of the registrar Depositary and transfer any paying agent (including related fees and expenses of the shares of Common Stockany counsel to such parties), (iii) all expenses incident to the preparation and filing of the Certificate of Designation for the Preferred Stock with the Secretary of State of the State of Delaware, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreementeach of the Transaction Documents, (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company or reasonably incurred by the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (viiviii) the fees and expenses incurred in connection with the listing of the Securities on the NASDAQ, (ix) up to Seventy-Five Thousand Dollars ($75,000) of reasonable out-of-pocket expenses of the Underwriters incurred in connection with the Transactions, upon request made from time to time, including without limitation, legal fees and expenses, marketing, syndication and travel expenses, (x) costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterSecurities, (viiixi) the costs and expenses of the Company relating to investor presentations on any “road show”, ,” including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ixxii) the cost of preparing and providing any CUSIP or other identification numbers for the Securities, (xiii) any fees charged by rating agencies for rating the Securities, (xiv) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer by DTC, and (xv) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided set forth in this Section 4 or in 5 and Section 7, Section 9 or Section 10 hereof8, the Underwriter shall pay its own expenses, including the fees and disbursements of its counsel.
Appears in 1 contract
Samples: Underwriting Agreement (First Citizens Bancshares Inc /De/)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, in an amount not to exceed $7,500.00, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, in an amount not to exceed $5,000 (excluding filing fees), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that . Any such amount payable to the Company shall not underwriters may be responsible deducted from the purchase price for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateOffered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and their own travel and lodging expenses.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees fees, taxes and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockSecurities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, any Written Testing-the-Waters Communication each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters; provided, that the amount payable in respect of expenses of the Underwriters pursuant to the foregoing clause (vi) and this clause (vii) in the aggregate shall not exceed $25,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”Road Show, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultantsconsultant with the prior approval of the Company, and 50% of the cost of any aircraft chartered in connection with the road show with the prior approval of the Company, (ix) the fees and expenses associated with listing the Shares and Warrant Shares on the Exchange, (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (viixi) reasonable costs and out-of-pocket expenses incurred by the Underwriters in excess of $10,000 in connection with the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter shall pay its own expensestransactions contemplated hereby, including the fees and disbursements of its their legal counsel; provided, that the amount payable in respect of expenses of the Underwriters pursuant to this clause (xi) in the aggregate shall not exceed $150,000. Any such amount payable to the Underwriters may be deducted from the purchase price for the Securities.
Appears in 1 contract
Samples: Evofem Biosciences, Inc.
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including any fees and expenses related to the use of book-entry securities and all printing and engraving costs), (ii) all fees and expenses of the registrar Depositary and transfer any paying agent (including related fees and expenses of the shares of Common Stockany counsel to such parties), (iii) all expenses incident to the preparation and filing of the Statement of Designation for the Preferred Stock with the Secretary of State of the State of Minnesota, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreementeach of the Transaction Documents, (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company or reasonably incurred by the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterUnderwriters, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (viiviii) the fees and expenses incurred in connection with the listing of the Securities on NASDAQ, (ix) up to $100,000 of reasonable out-of-pocket expenses of the Underwriters incurred in connection with the Transactions, upon request made from time to time, including without limitation, legal fees and expenses, marketing, syndication and travel expenses, (x) costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their its compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including and the dollar amount of any related filing fees and payable to FINRA in connection with any filing required to be made with FINRA by the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters in connection therewith, (viiixi) the costs and expenses of the Company relating to investor presentations on any “road show”, ,” including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ixxii) the cost of preparing and providing any CUSIP or other identification numbers for the Securities, (xiii) any fees charged by rating agencies for rating the Securities, (xiv) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer by DTC, (xv) all of the fees and disbursements of the Reserved Share Provider and all fees and disbursements of counsel incurred by the Underwriters in connection with the Reserved Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Reserved Share Program and (xvi) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided set forth in this Section 4 or in and Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counsel.
Appears in 1 contract
Samples: Underwriting Agreement (Bridgewater Bancshares Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance issuance, sale and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockOrdinary Shares, (iii) all fees and expenses of the Depositary related to the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes Transfer Taxes in connection with the issuance and sale delivery of the Offered Shares Securities to the UnderwriterUnderwriters in the manner contemplated by this Agreement, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum (such fees and expenses of counsel relating to such qualification or registration not to exceed $5,000) and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (viiviii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters in an amount not to exceed $35,000, (viiiix) the costs and expenses of the Company relating to investor presentations on any “road show”show undertaken in connection with the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representativesRepresentatives, the employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters), and (ix) all other fees, costs the fees and expenses of associated with listing the nature referred to in Item 14 of Part II of Offered Securities on the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateNasdaq. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and their travel and lodging expenses.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum (such “Blue Sky Survey” or memorandum, fees and expenses of counsel not to exceed $5,000) and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters in an amount not to exceed $35,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and their own travel and lodging expenses.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable and documented attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the reasonable and documented legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, such fees of counsel to the Underwriters in subclauses (vi) and (vii) not to exceed $12,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockOffered Shares and Warrant Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing feesup to $15,000 of the costs, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) up to an aggregate of $15,000 of the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares and Warrant Shares on NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel, travel and lodging expenses of the Representative and 50% of the cost of any aircraft chartered in connection with the road show.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section Section 4 or in Section Section 7, Section 9 9, Section 10 or Section 10 11 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its their counsel. The Selling Stockholders agree with the Underwriter to pay the Selling Stockholders’ own expenses incident to the performance by the Selling Stockholders of their obligations under this Agreement including fees and expenses of counsel for such Selling Stockholders.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Prospectus and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or other foreign laws, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costsfiling fees incident to, and the fees and expenses incurred by disbursements of counsel for the Underwriter Underwriters in an amount not to exceed $25,000 in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriterrequired review by FINRA, (viii) the costs and expenses of the Company (and not the Representative) relating to investor presentations on any “road show”Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the Offering, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showRoad Show, expenses associated with the production of road show Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the road show Road Show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company (and not the Representative) and any such consultants, and the cost of any aircraft and any other transportation chartered (the “Chartered Transportation”) in connection with the Road Show, except that the Company and the Underwriters will each pay 50% of the cost of the Chartered Transportation used for such purposes if the Chartered Transportation is used by the Underwriters, (ix) the fees and expenses associated with listing the Offered Shares on Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 76, Section 9 8 or Section 10 9 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, prospectus and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterJefferies, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and one half of the cost of any aircraft chartered in connection with the road show, provided, however, that the prior written approval of the Company was obtained prior to the chartering of any such aircraft (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 20,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its own expenses, including the fees and disbursements of its counsel.
Appears in 1 contract
Samples: Underwriting Agreement (Arrowhead Pharmaceuticals, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockOffered Shares and the Warrant Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Base Prospectus, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptionsexemptions (including fees and disbursements of counsel to the Underwriters up to $15,000), (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (including fees and disbursements of counsel to the Underwriters up to $20,000), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares and the Warrant Shares on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Samples: Underwriting Agreement (Savara Inc)
Payment of Expenses. The Company agrees with the Underwriter to pay all costs(a) the costs incident to the authorization, issuance, sale, preparation and delivery (including electronic delivery) of the Shares and any taxes payable in that connection; (b) the costs incident to the Registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, Preliminary Prospectuses, Prospectuses any amendments, supplements and exhibits thereto or any document incorporated by reference therein, and the costs of printing, reproducing and distributing, the "Agreement Among Underwriters" between the Representative and the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire and this Agreement by mail, telex or other means of communications and the costs of preparing, printing, reproducing and distributing the additional Canadian supplement prepared in connection with the offering of the Shares in Canada on a private placement basis; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriters) incurred in connection with the performance of its obligations hereunder and in connection filings made with the transactions contemplated herebyNational Association of Securities Dealers; (e) any applicable listing or other fees; (f) the fees and expenses of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(f) and of preparing, printing and distributing Blue Sky Memoranda and Legal Investment Surveys (including without limitation (i) all related fees and expenses incident of counsel to the issuance and delivery of the Offered Shares Underwriters); (including all printing and engraving costs), (iig) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, Shares; and (iiih) all necessary issue, transfer other costs and other stamp taxes in connection with expenses incident to the issuance and sale performance of the Offered Shares to obligations of the UnderwriterCompany under this Agreement (including, (iv) all without limitation, the fees and expenses of the Company’s counsel, independent public or certified public accountants 's counsel and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company's independent accountants); provided that, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except except as otherwise provided in this Section 4 or 5 and in Section 7, Section 9 or Section 10 hereof10, the Underwriter Underwriters shall pay its their own costs and expenses, including the fees and disbursements expenses of its their counsel, any transfer taxes on the Shares which they may sell and the expenses of advertising any offering of the Shares made by the Underwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Lions Gate Entertainment Corp /Cn/)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares and the warrant agent for the Warrants, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing feesfees and expenses, attorneys’ including the costs, fees and expenses of counsel, incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising (vii) the Underwriter reasonable fees and disbursements of such qualificationscounsel to the Underwriters incurred in connection with determining the offering’s compliance with the rules and regulations of FINRA, registrations and exemptionsincluding filing fees incident to any review by FINRA of the terms of the sale of the Securities, (viiviii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters in an amount up to $300,000, (viiiix) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (ixx) the fees and expenses associated with listing the Offered Shares and the Warrant Shares on the Nasdaq, and (xi) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that . Any such amount payable to the Company shall not underwriters may be responsible deducted from the purchase price for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateOffered Securities. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares ADSs (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockOrdinary Shares, if any (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares ADSs to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by of the Company, Preliminary Prospectus and each preliminary prospectusthe Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ ' fees and expenses incurred by the Company or and reasonable attorney's fees and expenses incurred by the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares ADSs for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” "BLUE SKY SURVEY" or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, the rules NASD's review and regulations approval of FINRA related to the Underwriter’s Underwriters' participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterADSs, (viii) the costs fees and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval listing of the CompanyADSs on the Nasdaq Stock Market, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, Inc. and (ix) all transportation and other fees, costs and expenses incurred in connection with presentations to prospective purchasers of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateADSs. Except as provided in this Section 4 or in Section 74, Section 9 or 6, Section 10 7 and Section 8 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockSecurities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (provided, however, that the fees, expenses and disbursements of counsel to the Underwriters relating to clauses (vi) and (vii), shall not exceed $40,000 in the aggregate), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showRoad Show, expenses associated with the production of road show Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the road show Road Show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the Road Show, provided that such chartered aircraft costs shall be borne 50% by the Company and 50% by the Underwriters, (ix) the fees and expenses associated with listing the Offered Securities on the Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsel and travel and lodging expenses of their representatives and employees.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) up to an aggregate of $20,000 of all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) up to an aggregate of $10,000 of the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and up to fifty percent of the cost of any aircraft chartered in connection with the road show with the Company’s prior consent, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as expressly provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Samples: Underwriting Agreement (Lion Biotechnologies, Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its and the Selling Stockholder’s obligations (excluding the Selling Stockholder’s obligation to bear underwriting fees, discounts or commissions and certain transfer taxes on the sale of Shares) hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, Prospectus or the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (viv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements theretomemorandum, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (viivi) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (which shall be capped at $20,000), (viiivii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, consultants and (ixviii) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel. The Selling Stockholder further agrees with each Underwriter to pay (directly or by reimbursement) all underwriting fees, discounts or commissions and certain transfer taxes on the sale of the Shares. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholder, on the other hand.
Appears in 1 contract
Samples: Underwriting Agreement (Holley Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and Company’s transfer agent of the shares of Common Stockagent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Preliminary Prospectus, each the Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, fees and reasonable attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” blue sky survey or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter of such qualifications, registrations registrations, determinations and exemptions, (vii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter in connection with determining their compliance with the rules with, FINRA’s review and regulations approval of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs fees and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with listing the preparation or dissemination of any electronic road show, expenses associated with Offered Shares on the production of road show slides NYSE Amex and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, Toronto Stock Exchange and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 6 or in Section 79, Section 9 or 10 and Section 10 11 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its counsel.
Appears in 1 contract
Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Stock (including all preparation and printing and engraving costsof certificates for the Stock), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Prospectus and the Company, and each preliminary prospectusProspectus, and all amendments and supplements thereto, and the mailing and delivering of copies thereof to the Underwriter and dealers, and this Agreement, (viiv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Stock for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several states of the United States, and, if requested the provinces of Canada or other jurisdictions designated by the UnderwriterUnderwriter (including, preparing without limitation, the cost of preparing, printing and printing a “Blue Sky Survey” mailing preliminary and final blue sky or memorandum and a “Canadian wrapper”legal investment memoranda), and any supplements thereto, advising the Underwriter of provided that such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by shall not exceed $25,000 in the aggregate, (v) the fees and expenses of any transfer agent or registrar for the Stock, (vi) the filing fees, if any, for FINRA’s review of the offering of the Stock, and the reasonable fees and disbursements of counsel to the Underwriter in connection with determining their compliance with the FINRA’s rules and regulations regulations, (vii) all fees and expenses (including reasonable fees and expenses of FINRA related to the Underwriter’s participation in the offering and distribution counsel) of the Offered SharesCompany in connection with approval of the Securities by DTC for “book-entry” transfer, including any related filing fees and the legal fees of, and disbursements by, counsel to performance by the UnderwriterCompany of its other obligations under this Agreement, (viii) the costs transportation and other expenses incurred by or on behalf of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged representatives in connection with the road show presentations with the prior approval to prospective purchasers of the CompanyStock, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder which are not otherwise specifically provided for in this Section 7. It is understood, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except that, except as provided in this Section 4 or in Section 7, Section 9 or 9, Section 10 and Section 12 hereof, the Underwriter shall will pay all of its own costs and expenses, including the fees and disbursements expenses of its counsel. The provisions of this Section shall not affect any agreement the Company and the Selling Stockholder have made or may make for the payment of such costs and expenses.
Appears in 1 contract
Samples: Aes Corp
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance issuance, delivery and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”” (such “Blue Sky Survey” or memorandum and “Canadian wrapper” fees and expenses of counsel in an aggregate amount not to exceed $10,000), and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, provided that such fees and disbursements do not exceed $15,000 in the aggregate, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants; provided, however, that the Underwriters shall bear the cost of travel and lodging attributable solely to representatives of the Underwriters in connection with such investor presentations or road show; and provided, further, however, that the costs and expenses of any chartered aircraft shared by representatives or officers of the Company and representatives of the Underwriters in connection with such investor presentations or road show shall be borne 50% by the Company and 50% by the Underwriters, (ix) the fees and expenses associated with listing the Offered Shares on NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Exhibit 1.1 Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Notes (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of Trustee under the shares of Common StockIndenture, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Notes to the UnderwriterInitial Purchasers, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsOffering Memorandum, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, thereto and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Notes for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, Canada and, if requested by the UnderwriterInitial Purchasers, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Initial Purchasers of such qualifications, registrations and exemptions, (vii) the costs, fees expenses of the Company and expenses incurred by the Underwriter Initial Purchasers in connection with determining their compliance with the rules marketing and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterNotes, (viii) the costs fees and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with including the preparation or dissemination of any electronic road show, expenses associated with Conversion Shares on the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, Nasdaq National Market and (ix) all other fees, costs expenses and expenses of fees in connection with admitting the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible Notes for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 trading in the aggregateNASD PORTAL Market (“PORTAL”). Except as provided in this Section 4 or in P Section 7, Section 9 or 10 and Section 10 11 hereof, the Underwriter Initial Purchasers shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Samples: Cal Dive International Inc
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the reasonable, actual and documented out-of-pocket costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing filings fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, reasonable travel and lodging expenses of the representativesRepresentatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters (ixprovided that no aircraft may be chartered without the Company’s prior written consent), (xi) the fees and expenses associated with listing the Offered Shares on the NASDAQ and the TSX, (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration StatementStatement and (xi) all other “out of pocket” costs of the Underwriters and all fees and disbursements of the Underwriters’ legal counsel; provided, however, provided that the Company shall not be responsible for any fees or expenses related amount payable pursuant to foregoing clauses (vi), (vii) and (viixi) in excess of the aggregate shall not exceed $10,000 in 100,000. Any such amount payable to the aggregateUnderwriters may be deducted from the purchase price for the Offered Shares to the extent invoiced prior to closing. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Samples: VBI Vaccines Inc/Bc
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing the Offered Shares on the NYSE MKT, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any costs, fees or and expenses of the Underwriters related to clauses (vi) and or (vii) in excess of $10,000 25,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel, including any costs of the Underwriters relating to any “road show.”
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), ; (ii) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, Ordinary Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, Underwriters; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, advisors of the Company (not including the fees and expenses of the Underwriters except as otherwise set forth in this Agreement); (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, ; (vi) all filing fees, reasonable and documented attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, ; (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees; (viii) all reasonable out-of-pocket costs and expenses incident to the offering and the performance of the obligations of the Underwriters under this Agreement (including, without limitation, the reasonable fees and the legal fees of, and disbursements by, expenses of counsel to the Underwriter, Underwriters) not to exceed $100,000 in the aggregate; (viiiix) the costs and expenses of the Company relating to investor presentations on any “road show”,” any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, ; (x) all fees and expenses of any consultants engaged in connection associated with listing the road show presentations with Offered Shares on the prior approval Nasdaq; (xi) the deposit of the CompanyOrdinary Shares under the Deposit Agreement, travel the issuance thereunder of ADSs representing such deposited Shares, the issuance of ADRs evidencing such ADSs and lodging expenses the fees of the representatives, employees and officers of the Company and any such consultants, Depositary; and (ixxii) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of under the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related caption “Expenses Related to clauses (vi) and (vii) in excess of $10,000 Offering” in the aggregatePreliminary Prospectus and Prospectus. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all reasonable and documented filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the reasonable and documented costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Shares on the Nasdaq, (x) the marketing, syndication and travel expenses and any expenses related to an investor presentation and/or roadshow that are incurred by the Underwriters, and (xi) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or required to pay fees, costs and expenses related to clauses (vi) and (vii) incurred by the Underwriters in excess of $10,000 25,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection each Selling Stockholder agree with the performance of its obligations hereunder and in connection with several Underwriters that the transactions contemplated hereby, including without limitation (i) Company will pay all expenses incident to the issuance performance of the obligations of the Company and, except as set forth in the final sentence of this Section 5(h), the Selling Stockholders under this Agreement, including but not limited to (i) costs and delivery expenses related to the review by FINRA of the Offered Shares Securities (including all printing filing fees and engraving coststhe fees and expenses of counsel for the Underwriters relating to such review up to a maximum aggregate amount of $35,000), (ii) all fees costs and expenses of the registrar and transfer agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes Company relating to investor presentations or any “road show” in connection with the issuance offering and sale of the Offered Shares to the UnderwriterSecurities including, (iv) all fees and without limitation, any travel expenses of the Company’s counselofficers and employees and any other expenses of the Company, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred provided that the cost of any aircraft chartered in connection with the preparation“road show” shall be shared equally between the Company and the Underwriters, printing(ii) fees and expenses incident to listing the Offered Securities on the NASDAQ Stock Market and other national and foreign exchanges, filingas applicable, shipping (iv) fees and distribution expenses in connection with the registration of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), Offered Securities under the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this AgreementExchange Act, (viv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, exemptions (vii) the costs, including reasonable fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations disbursements of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters relating to such qualification up to a maximum aggregate amount of $10,000), (viiivi) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged in connection with one counsel for the road show presentations with Selling Stockholders (the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the “Company and any such consultants, and (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (viSelling Stockholder Counsel Expenses”) and (vii) expenses incurred in excess of $10,000 in distributing preliminary prospectuses and the aggregateFinal Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except Notwithstanding the foregoing, it is understood that, except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereofAgreement, the Underwriter Underwriters shall pay its all of their own costs and expenses, including fees and disbursements of their counsel, and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any “road show.” Each Selling Stockholder, severally, agrees with the Company and the several Underwriters that such Selling Stockholder shall pay all underwriting discounts and commissions and all transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and the fees and disbursements of its counselany counsel to such Selling Stockholder (other than the Company Selling Stockholder Counsel Expenses).
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costspay, or reimburse if paid by the Underwriters, upon consummation of the transactions contemplated hereby: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and Warrants to the Underwriters and any stamp duties or other similar taxes payable in that connection; (b) the costs incident to the registration of the Shares and Warrants under the Canadian Securities Laws and the U.S. Securities Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, the Base Prospectuses, the Form F-X, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectuses, the Amended Prospectuses, any amendments, supplements and exhibits thereto or any document incorporated by reference therein and the costs of printing, reproducing and distributing any transaction document by mail or other means of communications; (d) the fees and expenses (including reasonable related fees and expenses of counsel to the Underwriters) incurred in connection with securing any required review by FINRA of the performance terms of its obligations hereunder the sale of the Shares and Warrants and any filings made with FINRA; (e) any applicable listing, quotation or other fees in connection with the transactions contemplated hereby, listing or quotation of the Shares on the NYSE MKT and the TSX; (f) the fees and expenses (including without limitation (i) all reasonable related fees and expenses incident of counsel to the issuance Underwriters) of qualifying the Shares and delivery Warrants under the securities laws of the Offered Shares several jurisdictions as provided in Section 5(j); (including all g) the cost of preparing and printing stock certificates, if any, for the Shares, and engraving costs), Warrant certificates; (iih) all fees and expenses of the registrar and transfer agent of the shares Shares; (i) the reasonable fees, disbursements and expenses of Common Stock, (iii) all necessary issue, transfer and other stamp taxes counsel to the Underwriters in connection with the issuance Offering (to a maximum of C$95,000, exclusive of taxes and sale disbursements, for Canadian counsel, and to a maximum of U.S.$125,000, exclusive of taxes and disbursements, for United States counsel, which for greater certainty shall cover any fees and expenses referred to in (d) and (f) above); and (j) all other costs and expenses incident to the Offering or the performance of the Offered Shares to obligations of the UnderwriterCompany under this Agreement (including, (iv) all without limitation, the fees and expenses of the Company’s counsel, counsel and the Company’s independent public or certified public accountants and the travel and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Company’s and Underwriters’ personnel in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, ” including, without limitation, any reasonable expenses associated with advanced by the preparation or dissemination of any electronic road show, 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 with the prior approval of Underwriters on the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and ’s behalf (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not which will be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its counselpromptly reimbursed)).
Appears in 1 contract
Samples: Sandstorm Gold LTD
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, in an amount not to exceed $5,000, (vii) Exhibit 1.1 the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, in an amount not to exceed $10,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (ix) the fees and expenses associated with listing the Offered Shares on Nasdaq, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that . Any such amount payable to the Company shall not Underwriters may be responsible deducted from the purchase price for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateOffered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Notes (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of Trustee under the shares of Common StockIndenture, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Notes to the UnderwriterInitial Purchasers, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (materials contained in the Disclosure Package, including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the CompanyPreliminary Offering Memorandum, and each preliminary prospectusthe Final Offering Memorandum, and all amendments and supplements thereto, thereto and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Notes for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Initial Purchasers of such qualifications, registrations and exemptions, (vii) the costs, fees expenses of the Company and expenses incurred by the Underwriter Initial Purchasers in connection with determining their compliance with the rules marketing and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered SharesNotes, including any related filing fees all transportation and other expenses incurred in connection with presentations to prospective purchasers of the legal fees of, and disbursements by, counsel to the UnderwriterNotes, (viii) the costs fees and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with listing the preparation or dissemination of any electronic road show, expenses associated with Conversion Shares on the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, Nasdaq Global Market and (ix) all other fees, costs expenses and expenses of fees in connection with admitting the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible Notes for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 trading in the aggregatePORTAL Market. Except as provided in this Section 4 or in 4, Section 7, Section 9 or 10 and Section 10 11 hereof, the Underwriter Initial Purchasers shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectusthe Preliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costsfiling fees incident to, and the fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, FINRA’s review and approval of the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultantsconsultants and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with including the Offered Shares on NYSE, (x) the fees and expenses of counsel for the Underwriters in connection with the Directed Share Program, and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program, and (ixxi) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters up to $12,500, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”Road Show undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showRoad Show, expenses associated with the production of road show Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the road show Road Show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the Road Show, (ix) the fees and expenses associated with listing the Offered Shares on the NYSE, and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Samples: Underwriting Agreement (Oriental Financial Group Inc)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, documented fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, Underwriters including any related filing the fees and expenses of the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, payable upon the execution of this Agreement, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, includingany Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Shares, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel (including 50% of the cost of any aircraft chartered in connection with the road show with prior approval of the Company) and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants; provided, that, the amount payable in respect of expenses of the Underwriters pursuant to the forgoing clauses (vi), (vii), and this clause (viii), in the aggregate, shall not exceed $100,000 (without the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed), (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that . Any such amount payable to the Company shall not Underwriters may be responsible deducted from the purchase price for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateOffered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costsfiling fees incident to, and the reasonable fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, the rules NASD’s review, if any, and regulations approval of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representative and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq Global Select Market, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, the Canadian Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters up to an aggregate of $20,000 with respect to such counsel fees, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, and (ix) all other fees, costs the fees and expenses of associated with listing the nature referred to in Item 14 of Part II of Offered Shares on the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregateNASDAQ. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel, their own travel and lodging expenses and one-half of the cost of any aircraft chartered in connection with the road show. The Selling Shareholders agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement that are not otherwise specifically provided for herein, including, but not limited to (i) the fees and expenses of counsel in excess of $25,000 being paid by the Company and other advisors for such Selling Shareholders not otherwise paid for by the Company, (ii) fees of the Custodian and wire transfer costs and (iii) expenses and taxes incident to the sale and delivery of the Offered Shares to be sold by such Selling Shareholders to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 of this Agreement). This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Shareholders, on the other hand.
Appears in 1 contract
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the 15 preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ ' fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s 's participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 9, Section 10 or Section 10 11 hereof, the Underwriter shall pay its own expenses, including the fees and disbursements of its their counsel. The Selling Stockholders agree with the Underwriter to pay the Selling Stockholders' own expenses incident to the performance by the Selling Stockholders of their obligations under this Agreement including fees and expenses of counsel for such Selling Stockholders. Section 5.
Appears in 1 contract
Samples: www.sec.gov
Payment of Expenses. The Company agrees and the Operating Partnership agree to pay all costs, fees and expenses incurred in connection with the performance of its their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s and the Operating Partnership’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectusProspectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or and all filing fees and other expenses incurred by the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (vii) the costs, filing fees incident to FINRA’s review and expenses incurred by approval of the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel Shares (in an amount not to the Underwriterexceed $10,000), (viii) the costs fees and expenses associated with listing of the Shares on the NYSE, (ix) the expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval marketing and offering of the CompanyShares, travel including all transportation and lodging other expenses incurred in connection with presentations to prospective purchasers of the representatives, employees and officers of the Company and any such consultants, Shares and (ixx) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 74, Section 9 or 6, Section 10 7 and Section 8 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel.
Appears in 1 contract
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its and the Selling Stockholders’ obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iii) all necessary issue, transfer transfer, stamp and other stamp similar taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters and the resale of such Offered Shares by the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, in an amount not to exceed $5,000 (excluding filing fees), (vii) the costs, fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with FINRA approval of the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters, provided that the aggregate attorneys’ costs, fees and expenses reimbursable pursuant to this clause (vii) shall not exceed $25,000, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the other 50% being paid by the Underwriters, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ and (x) all other fees, costs and expenses of the nature referred to in Item 14 13 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) Statement and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel. The Selling Stockholders further agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of the Selling Stockholders’ obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to fees and expenses of counsel and other advisors for such Selling Stockholders. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholders, on the other hand.
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Payment of Expenses. The Company agrees to pay all costs, fees fees, and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares Securities and the Representative’s Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer transfer, warrant agent of for the shares of Common StockSecurities and the Representative’s Securities, (iii) all necessary issue, transfer transfer, and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities and the Representative’s Securities to the UnderwriterUnderwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants accountants, and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping shipping, and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents consents, and certificates of experts), the Time of Sale Prospectus, each Preliminary Prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees fees, and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities or the Representative’s Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey,” or memorandum and a “Canadian wrapper”other memorandum, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions; provided that attorneys fees with respect to such qualifications, registrations and exemptions shall not exceed $15,000 in the aggregate, (vii) the costsfiling fees incident to, and the fees and expenses incurred by of counsel for the Underwriter Underwriters in connection with determining their compliance with with, the rules NASD’s review and regulations approval of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesUnits, including any related filing provided, however, the fees and expenses of counsel for the legal fees of, and disbursements by, counsel to Underwriters shall not exceed $7,500 provided the UnderwriterCompany is listed on the AMEX, (viii) fees and expenses associated with listing the Securities and the Representative’s Securities on the AMEX, (ix) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” (x) the costs and expenses of the Company relating to investor presentations on any “road show”, (including, without limitation, expenses any damages or other amounts payable in connection with legal or contractual liability) associated with the preparation or dissemination reforming of any electronic road show, expenses associated with contracts for sale of the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with Offered Units made by the road show presentations with the prior approval underwriters caused by a breach of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants’s representations in Section 1(A), and (ixxi) all other fees, costs costs, and expenses of the nature referred to in Part II, Item 14 of Part II 13 of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 75, Section 6 (“Reimbursement of the Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 9 or Section 10 (“Contribution”) hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their respective counsel.
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Payment of Expenses. The Company and the Selling Shareholder, as applicable, agrees to pay all costs, fees and expenses incurred in connection with the performance of its their respective obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares, (iiiii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the UnderwriterUnderwriters, (iviii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, and all amendments and supplements thereto, and this Agreement, (viv) all filing fees, attorneys’ fees and expenses (such attorneys’ fees and expenses not in excess of $7,500) incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the UnderwriterRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations registrations, determinations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, (viiivi) the costs and expenses of the Company relating to investor presentations on any “road show”” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show with the other 50% being paid for by the Underwriters, (ixvii) the fees and expenses associated with including the Shares on the Nasdaq Global Market and (viii) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in 4, Section 7, Section 8 and Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its their counsel. The Selling Shareholder further agrees with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement which are not otherwise specifically provided for herein, including but not limited to (i) fees and expenses of counsel and other advisors for the Selling Shareholder, (ii) fees and expenses of the Custodian and (iii) expenses and taxes incident to the sale and delivery of the Offered Shares to be sold by the Selling Shareholder to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 hereof). This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Shareholder, on the other hand.
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Samples: Underwriting Agreement (Caribou Coffee Company, Inc.)
Payment of Expenses. The Except as otherwise agreed in writing among the Company, each Manager and each Forward Purchaser, the Company agrees with each Manager and each Forward Purchaser, whether or not the transactions contemplated hereunder and under any Confirmation are consummated or this Agreement or any Confirmation is terminated, to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyhereby and under any Confirmation, including including, without limitation limitation, (i) all expenses incident to the issuance issuance, sale and delivery of the Offered Shares and any Confirmation Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the shares of Common StockShares and any Confirmation Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance issuance, sale and sale delivery of the Offered Shares to the Underwriterand any Confirmation Shares, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisorsadvisors of the Company, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus (as defined in Rule 433 under the Act) prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, Company and all amendments and supplements thereto, this Agreement and this Agreementany Confirmation, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Company, each Manager and each Forward Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares and any Confirmation Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriterany Manager or Forward Purchaser, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, and advising the Underwriter each Manager and each Forward Purchaser of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriter each Manager and each Forward Purchaser in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s their participation in the offering and distribution of the Offered Sharestransactions contemplated hereunder, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriter, Managers and the Forward Purchasers (not to exceed an aggregate $5,000 combined for the Managers and the Forward Purchasers (excluding filing fees)) and (viii) the fees and expenses associated with listing the Shares and any Confirmation Shares on the NYSE. Each Manager and each Forward Purchaser will pay all of its out-of-pocket costs and expenses of incurred in connection with entering into this Agreement and any Confirmation and the Company relating to investor presentations on any “road show”, transactions contemplated hereunder and thereunder including, without limitation, expenses associated with travel, reproduction, printing and similar expenses; provided that if Shares having an aggregate offering price of $50,000,000 or more have not been offered and sold under this Agreement by the preparation eighteen-month anniversary of this Agreement (or dissemination such earlier date at which the Company terminates this Agreement) (the “Determination Date”), the Company shall reimburse the Managers and the Forward Purchasers for all of any electronic road showtheir reasonable out-of-pocket expenses, expenses associated with including the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged counsel incurred by the Managers and the Forward Purchasers in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company transactions contemplated by this Agreement and any such consultants, and Confirmation (ix) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement“Expenses”); provided, however, provided that the Company shall not be responsible for obligated to reimburse any fees or expenses related Expenses pursuant to clauses (vi) and (vii) this Agreement in excess of $10,000 150,000 in the aggregate. Except If such Expenses pursuant to this Agreement are in excess of the $150,000 limit of reimbursement, each Manager and each Forward Purchaser under this Agreement shall be reimbursed for its pro rata share (based on the aggregate offering price of Shares sold by each applicable Manager pursuant to this Agreement as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, of the Underwriter Determination Date) of up to $150,000 of such Expenses. The Expenses shall pay its own expenses, including be due and payable by the fees and disbursements Company within five business days of its counselthe Determination Date.
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Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent (services titres) of the shares of Common StockOrdinary Shares, (iii) all fees and expenses of the Depositary related to the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares Securities to the UnderwriterUnderwriters, (ivv) all fees and expenses of the Company’s counselcounsels, independent public or certified public accountants and other advisors, (vvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the F-6 Registration Statement, the Exchange Act Registration Statement, the Time of Sale Prospectus, the Prospectus, the French Listing Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriter Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Underwriterapplicable Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriter Underwriters of such qualifications, registrations and exemptions, (viiviii) the costs, fees and expenses incurred by the Underwriter Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriter’s Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the UnderwriterUnderwriters (such fees and expenses of counsel, together with the fees and expenses described in clause (vii) above, not to exceed $35,000 in the aggregate), (viiiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (ixthe remaining one-half of such cost to be paid by the Underwriters), (x) the fees and expenses associated with listing the Offered ADSs on the NASDAQ, and (xi) all other fees, costs and expenses of the nature referred to under the caption “Expenses Relating to this Offering” in Item 14 of Part II of the Registration Statement; provided, however, that the Company shall not be responsible for any fees or expenses related to clauses (vi) and (vii) in excess of $10,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriter Underwriters shall pay its their own expenses, including the fees and disbursements of its counseltheir counsels and their own travel and lodging expenses.
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