Public Offering Expenses definition

Public Offering Expenses means expenses Incurred by any Parent in connection with any Public Offering or any offering of Public Debt (whether or not successful):
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Public Offering Expenses means expenses Incurred by any Parent in connection with any public offering of Capital Stock or Indebtedness (whether or not successful):
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Public Offering Expenses means the Nonunderwriting Offering Expenses plus the Underwriting Discount.
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Examples of Public Offering Expenses in a sentence

  • Initially, upon the formation of the Partnership, after deduction of the Public Offering Expenses, the General Partners estimate that approximately eighty-four percent (84%) if the maximum offering of 300,000 Units ($30,000,000) is subscribed of the gross offering proceeds will be used for making Mortgage Investments.

  • The OLP shall be responsible for and shall pay all Financing Expenses and Transfer Expenses and the MLP shall be responsible for and shall pay all Public Offering Expenses and the Over-Allotment UW Discount, in each case whether incurred prior to, as of or after the Effective Time.

  • On the Closing Date, effective immediately following the consummation of the transactions described in Section 2.3, the Public Offering is closing and the MLP is issuing 9,821,000 Common Units in exchange for the proceeds of the Public Offering (net of the Over-Allotment UW Discount and certain of the Public Offering Expenses).

  • If any Transferor or any of its Affiliates have paid or advanced any Transfer Expenses, Financing Expenses or Public Offering Expenses (other advances pursuant to the Promissory Note, which shall be repaid as provided in this Agreement or as provided in the MLP Partnership Agreement), then the OLP or the MLP, as appropriate, shall reimburse such Transferor or such Affiliate promptly upon request therefor and the MLP hereby guarantees the payment of all amounts required to be so paid by the OLP.


More Definitions of Public Offering Expenses

Public Offering Expenses means all expenses incurred by the Fund in connection with the preparation and filing of the Form S-11 registration statement by the Fund under the Securities Act of 1933, as amended, and the sale of Units pursuant to said registration statement.
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Public Offering Expenses means expenses Incurred by any Parent in connection with any Public Offering or any offering of Public Debt (whether or not successful): LEGAL_EU # 16733244.6
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Public Offering Expenses means all underwriting discounts and commissions (other than the Over-Allotment UW Discount) and fees and other out-of-pocket expenses (including fees and expenses of accountants, attorneys, printers, consultants or other agents) incurred, paid or payable by or on behalf of the MLP to the Underwriters or other Persons in connection with the Public Offering.
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Public Offering Expenses means expenses Incurred by any Parent in connection with any public offering of Capital Stock or Indebtedness (whether or not successful): (188) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company, a Permitted Affiliate Parent or a Restricted Subsidiary; or (189) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned; or
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Public Offering Expenses means expenses incurred by Holdings relative to a Public Offering.
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Public Offering Expenses means expenses Incurred by any Parent in connection with any Public Offering or any offering of Public Debt (whether or not successful): (1) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Issuer or a Restricted Subsidiary; (2) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned; or (3) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Issuer or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed, in each case, to the extent such expenses are not paid by another Subsidiary of such Parent. “Purchase” has the meaning ascribed to it in the definition of “Pro Forma EBITDA.” “Purchase Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase price of Receivables (and related assets) and/or a line of credit, which may be irrevocable, from the Issuer or any Restricted Subsidiary in connection with a Qualified Receivables Financing with a Receivables Entity, which deferred purchase price or line is repayable from cash available to a Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts owing to such investors and amounts paid in connection with the purchase of newly generated Receivables. “Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise. “QIB” means a “qualified institutional buyer” as defined in Rule 144A. “Qualified Receivables Financing” means any Receivables Financing of a Receivables Entity that meets the following conditions: (1) an Officer or the Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Receivables Entity, (2) all sales of accounts recei...
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Related to Public Offering Expenses

  • Selling Expenses means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section 2.6.

  • Registration Expenses means the out-of-pocket expenses of a Registration, including, without limitation, the following:

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Public Offering means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • Liquidation Expenses With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

  • Common Expenses means expenditures made by or financial liabilities of the association, together with any allocations to reserves.