Payment of Company Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company 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, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Securities; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (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 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 in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country, and, if reasonably requested by the Underwriter, preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising any of the Underwriter of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident to the review and approval by the FINRA of the Underwriter’s participation in the offering and distribution of the Securities; (viii) the fees and expenses associated with including the Ordinary Shares on the Trading Market; and (ix) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” as described in Section 1(a)(iii) of this Agreement.
Payment of Company Expenses. On behalf of the Surviving Corporation, all Company Expenses, including the Bankers’ Fees set forth on the statement to be delivered by the Company to Parent not less than two (2) Business Days prior to the Closing, that are unpaid as of such time by wire transfer of immediately available funds as directed by the Company.
Payment of Company Expenses. If this Agreement is terminated by (a) the Company pursuant to the provisions of Section 9.4 or (b) the Company or Parent pursuant to the provisions of Section 9.2(a) or 9.2(b), Parent shall pay to the Company by wire transfer of immediately available funds an account designated by the Company an amount equal to the Company Expenses, and such payment shall be made within five (5) Business Days after such termination.
Payment of Company Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations under this Agreement and in connection with the transactions contemplated by this Agreement and by the Offering Memorandum, including, without limitation, (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Initial Purchaser, (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 Offering Memorandum (including financial statements), and all amendments and supplements thereto, (vi) all filing fees, attorneys’ fees and expenses reasonably incurred by the Company or the Initial Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale or placement, as the case may be, under the Blue Sky laws and, if requested by the Initial Purchaser, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, provided that in the case of the Initial Purchaser, such filing fees, attorneys’ fees and expenses shall not exceed $10,000, and (vii) the fees payable in connection with the inclusion of the Shares in The PORTAL Market (as hereinafter defined). Except as provided in this Section 3(e), Section 6 and Section 9 of this Agreement, the Initial Purchaser shall pay its own expenses.
Payment of Company Expenses. Notwithstanding the terms of Section 6.09 of the Merger Agreement, Parent agrees to pay the Company $250,000 as partial compensation for out-of-pocket expenses incurred by the Company in connection with the Merger Agreement. Such amount shall be payable by wire transfer in immediately available funds as soon as practicable but in no event later than October 2, 2000.
Payment of Company Expenses. Purchaser and Seller acknowledge that Seller intends to (but is not obligated to) cease funding any and all outstanding and future costs and expenses relating to the operations of the Company, including Seller’s office in Alexandria and that Purchaser has begun funding (but is not obligated to continue to fund) such operations. Seller will cooperate reasonably with Purchaser to facilitate a process for Purchaser to fund the outstanding and future ordinary and necessary expenses directly on Seller’s behalf in order to allow Company to continue operations, if Purchaser chooses to do so, which shall be subject to Purchaser’s sole discretion. Such expenses that are actually paid by Purchaser are referred to herein as “Company Expenses” and include, but are not limited to, the recurring expenses, costs and accounts payable detailed in Schedule 5.6, attached hereto. Without limiting the foregoing, from and after the date hereof until the date that is five Business Days after Purchaser gives a written notice of termination to Seller of this Agreement in accordance with Section 9.1, Purchaser hereby agrees to pay all costs and expenses of Seller and the Company related to the employment of the Employees, including all salaries, bonuses, employee benefits (including health care benefits), reimbursable expenses and all withholding and other Taxes related thereto accrued by Seller and the Company from and after May 16, 2008.
Payment of Company Expenses. At the Effective Time on the Closing Date, as part of the Merger Consideration, in addition to the amounts set forth in Section 2.10(b) above Parent will pay (or cause to be paid) on behalf of the Company or any Subsidiary to the account (or accounts) designated for such payment (or payments) in the Wire Transfer Instructions an amount equal to any portion of the Closing Company Expenses that will be paid off at Closing to such creditors.
Payment of Company Expenses. Integrated shall process each request received from the Company or its authorized agents for payment of the Funds’ expenses. Upon receipt of written instructions signed by an officer or other authorized agent of the Company, Integrated shall prepare payments in the appropriate amounts which shall be approved by an authorized officer of Integrated and remitted to the appropriate party.
Payment of Company Expenses. All Third Party Expenses of the Company that are not Excess Third Party Expenses shall be paid as follows:
Payment of Company Expenses. In the event this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(iv), Parent shall promptly, but in no event later than the third Business Day following the date of termination of this Agreement, reimburse the Company for fees or expenses (including all fees and expenses of counsel, accountants, consultants, financial advisors and investment bankers) incurred by the Company in connection with the authorization, preparation, negotiation, execution or performance of transactions contemplated by this Agreement, up to maximum amount of One Million Nine Hundred Ninety-Four Thousand Dollars ($1,994,000), (the “Parent Expense Reimbursement Fee”), payable by wire transfer of same day funds. If Parent fails promptly to make a payment due pursuant to this Section 8.3(c), and, in order to obtain such payment, the Company commences a suit that results in a judgment against Parent, Parent shall pay to the Company its reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount set forth in this Section 8.3(c) at the publicly announced prime rate of Bank of America, N.A. plus two percent (2.0%) per annum, compounded quarterly, from the date such payment was required to be paid. Payment of the fees described in this Section 8.3(c) shall not be in lieu of damages incurred in the event of a breach of this Agreement described in Section 8.2.
