Covenant of the Underwriter Clause Example with 5 Variations from Business Contracts

This page contains Covenant of the Underwriter clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Covenant of the Underwriter. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. 26 10. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company ag...rees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (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 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 (the remaining half of the cost of such aircraft to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement, (x) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program, up to a maximum of $25,000, and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 11 entitled "Indemnity and Contribution," Section 12 entitled "Directed Share Program Indemnification" and the last paragraph of Section 14 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may 27 make. The provisions of this Section shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. View More
Found in Revolve Group, LLC contract

Variations of a "Covenant of the Underwriter" Clause from Business Contracts

Covenant of the Underwriter. Each The Underwriter severally hereby covenants and agrees with the Company as follows: (a) Underwriter Free Writing Prospectus. The Underwriter has not used, authorized the use of, referred to take any action that would result or participated in the Company being required planning for use of, and will not use, authorize the use of, refer to file with or participate in the planning for use of, any Free Writing Prospectus (which term includes use of any written information furnished to the Commis...sion under Rule 433(d) by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus prepared by Free Writing Prospectus that contains no "issuer information" filed or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. 26 10. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees pursuant to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares Rule 433(d) under the Securities Act and all other fees ("Issuer Information") that was not included in the Pricing Prospectus or expenses a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed in connection with the preparation and filing of the Registration Statement, Schedule II hereto or prepared pursuant to Section 1(e)(iv) or Section 4(e) hereof (including any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, electronic road show), or (iii) any free writing prospectus Free Writing Prospectus prepared by or on behalf of, used by, or referred to the Underwriter and approved by the Company and amendments and supplements in advance in writing. (b) Section 8A Proceedings. The Underwriter is not subject to any pending proceeding under Section 8A of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof Securities Act with respect to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, (v) all fees Securities and expenses in connection with will promptly notify the preparation and filing Company if any such proceeding against it is initiated during the Prospectus Delivery Period. 17 6. Payment of the registration statement on Form 8-A relating Expenses. (a) Company Expenses. The Company hereby agrees to the Common Stock and all costs and expenses incident to listing the Shares pay on the NYSE, (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (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 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 (the remaining half of the cost of such aircraft to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement, (x) Closing Date all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program, up to a maximum of $25,000, and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder under this Agreement including, but not limited to: (a) all filing fees and expenses relating to the registration of the Securities with the Commission; (b) all filing fees and expenses associated with the review of the offering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange (to the extent relevant); (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities as the Underwriter may reasonably designate; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) fees and expenses of the transfer agent for which provision is the Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (i) the fees and expenses of the Company's accountants; (j) the "road show" expenses and the reasonable fees and expenses of the Company's legal counsel and other agents and representatives and fees and expenses of the Underwriter's counsel. Subject to Section 11 hereof, the total amount payable pursuant to (d) and (j) to the Underwriter shall not otherwise made exceed $125,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Section. It is understood, Agreement, the Underwriter shall bear the costs and expenses incurred by it in connection with the sale of the Securities and the transactions contemplated thereby. (b) Non-accountable Expenses. On the Closing Date, the Company shall pay to the Underwriter, by deduction from the net proceeds of the Offering a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company from the sale of the Closing Units), provided, however, that except as in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to Section 11 hereof. (c) Underwriter Expenses. Except to the extent otherwise provided in this Section, Section 11 entitled "Indemnity and Contribution," 6 or Section 12 entitled "Directed Share Program Indemnification" and 8 hereof, the last paragraph of Section 14 below, the Underwriters Underwriter will pay all of their its own costs and expenses, including the fees and disbursements expenses of their counsel, share any stock transfer taxes payable on resale of any of the Shares Securities held by them them, and any advertising expenses connected with any offers they may 27 make. (d) Company Reimbursement. The provisions of this Section 6 shall not supersede or otherwise affect any agreement that the Sellers Company may otherwise have make for the allocation sharing of such expenses among themselves. costs and expenses. View More
Found in Felicitex Therapeutics Inc. contract
Covenant of the Underwriter. (a) Each Underwriter severally covenants with the Issuer and the Company not to take any action that would result in the Company either being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of such Underwriter. (b) Each Underwriter covenants with the Underwriter. 26 10. Company not to use, authorize u...se of, refer to, or participate in the planning for use of, any free writing prospectus other than a previously filed issuer free writing prospectus without the prior consent of the Company. (c) Each Underwriter covenants with the Company that it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used or referred to by it, in accordance with Rule 433 under the Securities Act. 18 8. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees and the Issuer, jointly and severally, agree to pay or cause to be paid all expenses incident to the performance of its their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's and the Issuer's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Issuer and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1) under the Securities Act, if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, specified; (ii) the costs and charges of the Trustee; (iii) all costs and expenses related to the transfer and delivery of the Shares Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) thereon; (iv) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum in connection with the offer and sale of the Shares Securities under state securities laws and all expenses in connection with the qualification of the Shares Securities for offer and sale under state securities laws as provided in Section 7(g) 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) legal investment memorandum; (v) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares Securities by FINRA, (v) all The Financial Industry Regulatory Authority (such fees and expenses in connection disbursements of counsel, together with the preparation fees and filing disbursements of the registration statement on Form 8-A relating counsel pursuant to the Common Stock and all costs and expenses incident clause (iv) above, not to listing the Shares on the NYSE, exceed $10,000); (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar depository arrangements for the Securities with DTC or depositary, (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 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 (the remaining half of the cost of such aircraft to be paid by the Underwriters), (ix) successor depositary; (vii) the document production charges and expenses associated with printing this Agreement, (x) the Indenture and the Securities; (viii) all fees and disbursements of counsel expenses incurred by the Underwriters Issuer or the Company in connection with any "road show" presentation to potential investors; (ix) any fees charged by ratings agencies for the Directed Share Program, up to a maximum rating of $25,000, the Securities and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program and (xi) (x) all other costs and expenses incident to the performance of the obligations of the Company or the Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 11 9 entitled "Indemnity and Contribution," Section 12 entitled "Directed Share Program Indemnification" and Contribution", the last paragraph of Section 14 below, 11 below and Section 15(d), the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of the Shares by them counsel and any advertising expenses connected with any offers they may 27 make. The provisions of this Section shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. View More
Found in AXIS CAPITAL HOLDINGS LTD contract
Covenant of the Underwriter. Each Underwriter Underwriter, severally and not jointly, covenants and agrees with the Company that such Underwriter will not use or refer to take any action that would result "free writing prospectus" (as defined in Rule 405 under the Securities Act) without the prior written consent of the Company being required if such Underwriter's use of or reference to such "free writing prospectus" would require the Company to file with the Commission any "issuer information" (as defined in Rule 433 under... Rule 433(d) a free writing prospectus prepared by or on behalf the Securities Act). 20 6. Payment of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. 26 10. Expenses. Whether or not the transactions contemplated in by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, terminated (provided, however, the Company shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations under this Agreement, including: hereunder, including the following: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and all amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs reasonable and documented fees, disbursements and expenses related to of the transfer Company's counsel and delivery accountants in connection with the registration of the Shares to under the Underwriters, including any transfer or other taxes payable thereon, Securities Act and the Offering; (iii) the cost of printing producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or producing documents (including any Blue Sky or Legal Investment memorandum compilations thereof) in connection with the offer and sale of the Shares under state securities laws and Offering; (iv) all expenses in connection with the qualification of the Shares for offer offering and sale under state or foreign securities or blue sky laws as provided in Section 7(g) 4(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification or offering and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, any blue sky survey; (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, Nasdaq and with any filings required to be made with FINRA; (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" Road Show undertaken in connection with the marketing of the offering of the Shares, including, including without limitation, expenses associated with the preparation or dissemination production and distribution (including electronic) of any electronic road 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 presentations with the prior approval of the Company, Road Show presentations, travel and lodging expenses of the representatives 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 (the remaining half of the cost of such aircraft to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement, (x) all fees and disbursements of counsel Road Show; (vii) any stock transfer taxes incurred by the Underwriters in connection with this Agreement or the Directed Share Program, up to a maximum of $25,000, Offering; and stamp duties, similar taxes or duties or other taxes, if any, incurred by (viii) the Underwriters in connection with the Directed Share Program and (xi) all other costs fees and expenses incident to the performance of the obligations of the Representative (including reasonable and documented fees, disbursements and expenses of counsel for the Underwriters) in an amount not to exceed $125,000 without the Company's consent, not to be unreasonably withheld, not including any fees, disbursements and expenses in (v) above. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other reasonable costs and expenses incident to the performance of its obligations hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that except as provided in this Section, Section 11 entitled "Indemnity and Contribution," Section 12 entitled "Directed Share Program Indemnification" and the last paragraph of Section 14 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may 27 make. The provisions of this Section shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. 6. View More
Found in ICAD INC contract
Covenant of the Underwriter. Each Underwriter Underwriter, severally and not jointly, covenants and agrees with the Company that such Underwriter will not use or refer to take any action that would result "free writing prospectus" (as defined in Rule 405 under the Securities Act) without the prior written consent of the Company being required if such Underwriter's use of or reference to such "free writing prospectus" would require the Company to file with the Commission any "issuer information" (as defined in Rule 433 under... Rule 433(d) a free writing prospectus prepared by or on behalf the Securities Act). 21 6. Payment of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. 26 10. Expenses. Whether or not the transactions contemplated in by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, terminated (provided, however, the Company shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations under this Agreement, including: hereunder, including the following: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and all amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs reasonable and documented fees, disbursements and expenses related to of the transfer Company's counsel and delivery accountants in connection with the registration of the Shares to under the Underwriters, including any transfer or other taxes payable thereon, Securities Act and the Offering; (iii) the cost of printing producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or producing documents (including any Blue Sky or Legal Investment memorandum compilations thereof) in connection with the offer and sale of the Shares under state securities laws and Offering; (iv) all expenses in connection with the qualification of the Shares for offer offering and sale under state or foreign securities or blue sky laws as provided in Section 7(g) 4(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification or offering and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, any blue sky survey; (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, Nasdaq and with any filings required to be made with FINRA; (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" Road Show undertaken in connection with the marketing of the offering of the Shares, including, including without limitation, expenses associated with the preparation or dissemination production and distribution (including electronic) of any electronic road 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 presentations with the prior approval of the Company, Road Show presentations, travel and lodging expenses of the representatives 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 (the remaining half of Road Show; and (vii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be paid: (x) the cost of such aircraft to be paid by preparing stock certificates representing the Underwriters), (ix) Shares; (y) the document production cost and charges of any transfer agent or registrar for the Shares; and expenses associated with printing this Agreement, (x) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program, up to a maximum of $25,000, and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program and (xi) (z) all other reasonable costs and expenses incident to the performance of the its obligations of the Company hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that except as provided in this Section, Section 11 entitled "Indemnity and Contribution," Section 12 entitled "Directed Share Program Indemnification" and the last paragraph of Section 14 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may 27 make. The provisions of this Section shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. 6. View More
Found in TREVENA INC contract
Covenant of the Underwriter. Each Underwriter Underwriter, severally and not jointly, covenants and agrees with the Company that such Underwriter will not use or refer to take any action that would result "free writing prospectus" (as defined in Rule 405 under the Securities Act) without the prior written consent of the Company being required if such Underwriter's use of or reference to such "free writing prospectus" would require the Company to file with the Commission any "issuer information" (as defined in Rule 433 under... Rule 433(d) a free writing prospectus prepared by or on behalf the Securities Act). 24 6. Payment of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. 26 10. Expenses. Whether or not the transactions contemplated in by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, terminated (provided, however, the Company shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 hereof, the Company hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations under this Agreement, including: hereunder, including the following: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and all amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs fees, disbursements and expenses related to of the transfer Company's counsel and delivery accountants in connection with the registration of the Shares to under the Underwriters, including any transfer or other taxes payable thereon, Securities Act and the Offering; (iii) the cost of printing producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or producing documents (including any Blue Sky or Legal Investment memorandum compilations thereof) in connection with the offer and sale of the Shares under state securities laws and Offering; (iv) all expenses in connection with the qualification of the Shares for offer offering and sale under state or foreign securities or blue sky laws as provided in Section 7(g) 4(f) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification or offering and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, any blue sky survey; (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, Nasdaq and with any filings required to be made with FINRA; (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" Road Show undertaken in connection with the marketing of the offering of the Shares, including, including without limitation, expenses associated with the preparation or dissemination production and distribution (including electronic) of any electronic road 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 presentations with the prior approval of the Company, Road Show presentations, travel and lodging expenses of the representatives 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 (the remaining half of the cost of such aircraft to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement, (x) all fees and disbursements of counsel Road Show; (vii) any stock transfer taxes incurred by the Underwriters in connection with this Agreement or the Directed Share Program, up to a maximum of $25,000, Offering; and stamp duties, similar taxes or duties or other taxes, if any, incurred by (viii) the Underwriters in connection with the Directed Share Program and (xi) all other costs fees and expenses incident to the performance of the obligations of the Representative (including fees, disbursements and expenses of counsel for the Underwriters, which shall be inclusive of amounts paid pursuant to Sections 6(iv), 6(v)), and 12(d) in an aggregate amount not to exceed $150,000. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other reasonable and documented costs and expenses incident to the performance of its obligations hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that except as provided in this Section, Section 11 entitled "Indemnity and Contribution," Section 12 entitled "Directed Share Program Indemnification" and the last paragraph of Section 14 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may 27 make. The provisions of this Section shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. 6. View More
Found in ANI Pharma Inc contract