SOLICITATION FEES AND EXPENSES Sample Clauses

SOLICITATION FEES AND EXPENSES. The Company has retained American National Bank as Depository in connection with the Offer. The Depository will receive reasonable and customary compensation for its services and also will be reimbursed for certain out-of-pocket expenses. We have agreed to indemnify the Depository against certain liabilities, including certain liabilities under the federal securities laws, in connection with the Offer. The Depository has not been retained to make solicitations or recommendations in connection with the Offer. We have designated Xxxxxx X. Xxxxxx and Xxxxx Xxxxxxxx as information agents in connection with the Offer. The information agents will receive no compensation for their services. The information agents may contact shareholders by mail, telephone, facsimile, or other electronic means and may request brokers, dealers, and other nominee shareholders to forward materials and information concerning the Offer to the beneficial owners. We will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares pursuant to the Offer.
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SOLICITATION FEES AND EXPENSES. The Company has retained Continental Stock Transfer & Trust Company as depositary in connection with the offer. The depositary will receive reasonable and customary compensation for its services and also will be reimbursed for certain out-of-pocket expenses. The Company has agreed to indemnify the depositary against certain liabilities, including certain liabilities under the federal securities laws, in connection with the offer. The depositary has not been retained to make solicitations or recommendations in connection with the offer. The Company has retained X.X. Xxxx & Co., Inc. as information agent in connection with the offer. The information agent will receive reasonable and customary compensation for its services and also will be reimbursed for certain out-of-pocket expenses. The Company has agreed to indemnify the information agent against certain liabilities including liabilities under the federal securities laws, in connection with the offer. The information agent has not been retained to make solicitations or recommendations in connection with the offer. The information agent may contact shareholders by mail, telephone, facsimile, or other electronic means and may request brokers, dealers, and other nominee shareholders to forward materials and information concerning the offer to the beneficial owners. We will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares pursuant to the offer. The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and customary handling and mailing expenses incurred by them in forwarding materials relating to the offer to their customers.
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SOLICITATION FEES AND EXPENSES. 27 SECTION 17. Miscellaneous.............................................. 28 XXXXXXX XX XXX XXXXX Xxxxxx Xxxxxx Exploration, Inc. is offering to purchase up to 1,500,000 shares of its common stock, $0.0001 par value, at a price of $1.50 per share, net to the seller in cash. The terms and conditions of the offer are described in this Offer to Purchase and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer. The following questions and answers summarize the terms of the offer. This summary does not describe all of the details of the offer. To understand the offer fully and for a more complete description of the terms of the offer, you should carefully read this entire Offer to Purchase and the Letter of Transmittal. The section references following the questions in the summary direct you to a more complete description of the topics mentioned in the summary. WHAT SECURITY IS THE COMPANY OFFERING TO PURCHASE? (SECTION 1) - We are offering to purchase up to 1,500,000 shares of our common stock that shareholders properly tender in the offer. HOW MUCH WILL THE COMPANY PAY ME FOR MY SHARES AND WHAT IS THE FORM OF PAYMENT? (SECTIONS 1 AND 5) - We will pay you $1.50 per share, net to you in cash, for each of your shares that we purchase in the offer. We will make this payment by check promptly after the expiration of the offer period and determination of the proration factor. - We will not pay interest on the purchase price, even if there is a delay in making payment. DOES THE COMPANY HAVE THE FINANCIAL RESOURCES TO PAY ME FOR MY SHARES? (SECTION 9) - We intend to obtain the funds required to purchase the shares in the offer and pay related fees and expenses through our existing line of credit with the Bank of Oklahoma, N.A. We have received the Bank's consent to borrow under the line for that purpose. WHEN DOES THE TENDER OFFER EXPIRE? CAN THE COMPANY EXTEND THE OFFER, AND IF SO, HOW WILL I BE NOTIFIED? (SECTIONS 1 AND 15) - The offer expires on December 23, 2002, at 5:00 p.m., Mountain Time, unless it is extended by us. - We may extend the offer at any time. - If we extend the offer, we will make a public announcement of the extension or otherwise communicate the extension to our shareholders. WHAT IS THE PURPOSE OF THE OFFER? (SECTION 2) - The offer provides shareholders an opportunity to sell stock in the Company at a modest premium to the market price at the time the offer is made without adve...
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SOLICITATION FEES AND EXPENSES. The Company has retained Securities Transfer Corporation to act as the Depositary in connection with the offer. The Depositary may request brokers, dealers and other nominee shareholders to forward materials relating to the offer to beneficial owners. The Depositary will receive reasonable and customary compensation for its services and will be reimbursed by us for reasonable out-of-pocket expenses. No fees or commissions will be payable to brokers, dealers or other persons for soliciting tenders of shares pursuant to the offer. The Company will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by such persons in forwarding the offer and related materials to the beneficial owners of shares held by any such person as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the Company's agent or the agent of the Depositary for purposes of the offer.
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Related to SOLICITATION FEES AND EXPENSES

  • Certain Fees and Expenses (a) Provided that the Fund is not in material breach of its obligations under this Agreement, if the Merger is not consummated for failure of the condition to Closing contained in Section 7.1(f) to be satisfied and, as a result of such failure, CNLRP is obligated to pay the Company a break-up fee pursuant to the terms of the CNLRP Merger Agreement, the Company shall pay to the Fund as follows: (i) if the Fund has waived the condition to Closing contained in Section 7.1(f) and elected to proceed with the Merger, the Company shall pay to the Fund an amount equal to $8,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration; and (ii) if the Fund has not waived the condition to Closing contained in Section 7.1(f) and the Merger is not consummated, the Company shall pay to the Fund an amount equal to $5,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration.

  • Other Fees and Expenses Borrower shall pay to Agent, for its own account, all charges for returned items and all other bank charges incurred by Agent, as well as Agent's standard wire transfer charges for each wire transfer made under this Agreement.

  • Payment of Fees and Expenses Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

  • Interest Fees and Expenses 1. (a) Interest on the Revolving Loans shall be payable monthly as of the end of each month and shall be an amount equal to (a) the applicable Chase Bank Rate Margin plus the Chase Bank Rate, per annum, on the average of the net balances owing by the Company to CITBC in the Company's account at the close of each day during such month on balances other than Libor Loans and (b) the applicable Libor Margin plus the applicable Libor on each Libor Loan, on a per annum basis, on the average of the net balances owing by the Company to CITBC in the Company's account in respect of such Libor Loan at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate under clause (a) above shall change, as of the first of the month following any change, so as to remain equal to the new Chase Bank Rate plus the applicable Chase Bank Rate Margin. In addition, the rate applicable under clause (a) or (b) above shall change based upon any change of the applicable Chase Bank Rate Margin or the Libor Margin; provided that any such change in such a margin such be effective on the first Business Day of the month following the month in which the Company shall have delivered, at least five (5) Business Days before the end of the month, to CITBC the financial statements demonstrating the change in EBITDA giving rise to such change in the margin, and any change in the Libor Margin shall affect only Libor Loans not yet funded as of that date. The rate hereunder shall be calculated based on a 360-day year. CITBC shall be entitled to charge the Company's account at the rate provided for herein when due until all Obligations have been paid in full.

  • Reimbursement of Fees and Expenses The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement of reductions of its investment management fee under the Investment Advisory Agreement.

  • Legal Fees and Expenses The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

  • Costs, Fees and Expenses Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys' fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith.

  • Trustee's Fees and Expenses The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

  • Attorneys’ Fees and Expenses Evidence that the costs and expenses (including reasonable attorneys’ fees) referred to in Section 12.1, to the extent invoiced, shall have been paid in full by Borrower;

  • Directors’ Fees and Expenses All compensation of directors, other than those affiliated with the Manager, and all expenses incurred in connection with their service;

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