Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs 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 A
...ct 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 costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
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Payment of Expenses.
(a) Whether or not As among the
transactions contemplated by this Agreement are consummated or this Agreement is terminated, Company, the Guarantor and the Underwriters, the Company
will or the Guarantor shall pay
or cause to be paid all
costs and expenses
incident incidental 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 Company's and the Prospectus (including all exhibits, amendments and supplements thereto) and Guarantor's obligations under this Agreement, including the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and following: (i) expenses incurred in connection with (A) qualifying the registration Securities for offer and sale under the applicable securities or qualification "blue sky" laws of such jurisdictions in the United States as the Representatives reasonably designate (including filing fees and determination fees and disbursements of eligibility counsel for investment the Underwriters in connection therewith), (B) endeavoring to maintain such qualifications in effect so long as required for the distribution of such Securities, (C) the review (if any) of the offering of the Securities by FINRA, (D) the determination of the eligibility of the Securities for investment under the laws of such jurisdictions as the Representatives Underwriters may designate and (E) the preparation and distribution of any blue sky or legal investment memorandum by Milbank, Tweed, Hadley & McCloy LLP, Underwriters' counsel; (ii) expenses incurred in connection with the preparation and distribution to the Underwriters and the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Securities may have been sold by the Underwriters on their behalf and to any other dealers upon request, either of (A) amendments to the Registration Statement or amendments or supplements to the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not materially misleading or (B) amendments or supplements to the Registration Statement, the Time of Sale Prospectus, or the Prospectus so that the Registration Statement, the Time of Sale Prospectus or the Prospectus, as so amended or supplemented, will comply with law and the expenses incurred in connection with causing such amendments or supplements to be filed promptly with the Commission, all as set forth in Section 4(a) hereof; (iii) the expenses incurred in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time period required by Rule 456(b)(1), if applicable), and the cost of furnishing copies thereof to the Underwriters and dealers; 20 (iv) expenses incurred in connection with the preparation, printing and distribution of a Blue Sky Memorandum (including this Agreement, the related Securities and the Supplemental Indenture; (v) expenses incurred in connection with the delivery of the Securities to the Underwriters; (vi) reasonable fees and expenses disbursements of the counsel and accountants for the Underwriters); (vi) any fees charged by Company and the rating agencies for rating Guarantor; (vii) to the Securities; (vii) extent the Company is so required under the Indenture, the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company respective counsel; (viii) fees charged by rating agencies for any reason fails to tender rating the Securities for delivery (including annual surveillance fees related to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for as long as they are outstanding); (ix) all other reasonable out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with the transactions contemplated by this Agreement (excluding the fees and disbursements of Milbank, Tweed, Hadley & McCloy LLP as counsel for the Underwriters); and (x) except as otherwise provided in the foregoing clauses (i) through (ix), all other expenses incidental to the performance of the Company's and the offering contemplated hereby. Guarantor's obligations under this Agreement, other than pursuant to Section 6.
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Payment of Expenses.
(a) Whether or not The Issuer and the
transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Company, jointly and severally, will pay
or cause to be paid all
costs reasonable and
necessary expenses incident to the performance of its obligations
hereunder, under this Agreement and each Terms Agreement, including
without limitation, (i) (a) the
costs incident to preparing, printing or other production and filing of the
authorization, issuance, sale..., preparation Registration Statement (as originally filed) and all amendments thereto, (b) the preparation, issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing Underwriters, (c) the reasonable fees and filing under disbursements of the Company's counsel and accountants and of the Trustee and its counsel, (d) the qualification of the Securities Act under securities laws in accordance with the provisions of Section 3(G) hereof, including filing fees and the Registration Statement, reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Survey, (e) the printing or other production and delivery to the Underwriters in quantities as hereinabove stated of copies of the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Final Prospectus (including all exhibits, and any amendments or supplements thereto, (f) the production and supplements thereto) and delivery to the distribution thereof; (iii) the costs Underwriters of reproducing and distributing each copies of the Transaction Documents; (iv) Indenture and any Blue Sky Survey reasonably requested by the Representatives, (g) the fees of rating agencies, (h) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses expenses, if any, incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the laws of such jurisdictions as the Representatives may designate on any securities exchange, and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) (i) (x) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees expenses, if any, incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; Authority, Inc. and (ix) all (y) the reasonable fees and expenses incurred of counsel for the Underwriters in connection therewith. -19- If a Terms Agreement is terminated by the Representatives in accordance with the provisions of Section 4 or Sections 9(i) and 9(iv) hereof, or if the sale of any Securities provided for herein or in any Terms Agreement is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied by the Issuer or the Company in connection or because of any refusal, inability or failure on the part of the Issuer or the Company to perform any agreement herein or comply with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, provision hereof, the Issuer and the Company shall, jointly and severally, reimburse the Underwriters shall pay named in such Terms Agreement for all of their own costs and reasonable out-of-pocket expenses, including without limitation the reasonable fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) for the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably Underwriters, that shall have been incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated hereby. Securities.
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Payment of Expenses. (a) Whether or not the transactions contemplated by this
Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company
will hereby agrees to pay
or cause to be paid all
reasonable and documented costs and expenses incident to the performance of its obligations
hereunder, hereunder including
without limitation, the following: (i)
the costs incident all filing fees and communication expenses related to the
authorization, issuance, s...ale, preparation and delivery registration of the Securities and any taxes payable to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for EDGAR and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees all fees, disbursements and expenses of the Company's counsel and independent accountants; accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all fees and expenses in connection with listing the Common Stock on the Nasdaq Capital Market; (v) the fees costs of all mailing and printing of the underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney); (vi) all reasonable travel expenses of the Company's officers and employees and any other expenses incurred in connection with the registration attending or qualification and determination of eligibility for investment hosting meetings with prospective purchasers of the Securities under (including but not limited to "road show" expenses, including Ipreo and NetRoadshow); (vii) any stock transfer taxes payable upon the laws transfer of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged securities by the rating agencies for rating Company to the Securities; (vii) the fees Underwriters and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses other taxes incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) or the Company Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Common Stock; (x) any reason fails to tender reasonable cost and expenses in conducting background checks of the Securities for delivery Company's officers and directors by a background search firm acceptable to the Underwriters or (iii) Representative; (xi) fees of Underwriters' Counsel; (xii) the Underwriters decline to purchase cost of preparing, printing and delivering certificates representing each of the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for Securities; and (xiii) all out-of-pocket costs and expenses (including the other costs, fees and expenses incident to the performance of their counsel) reasonably incurred by the Underwriters Company obligations hereunder which are not otherwise specifically provided for in this Section 5. The Representative's total out-of-pocket accountable expenses (including reasonable and documented legal fees and expenses) in connection with this Agreement the Offering shall not exceed $75,000. In the event the Offering is terminated prior to the Closing Date, the Representative's total out-of-pocket accountable expenses (including reasonable and documented legal fees and expenses) in connection with the offering contemplated hereby. Offering shall not exceed $25,000.
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Payment of Expenses.
(a) Whether or not As among the
transactions contemplated by this Agreement are consummated or this Agreement is terminated, Company, the Guarantor and the Underwriters, the Company
will or the Guarantor shall pay
or cause to be paid all
costs and expenses
incident incidental 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 Company's and the Prospectus (including all exhibits, amendments and supplements thereto) and Guarantor's obligations under this Agreement, including the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and following: (i) expenses incurred in connection with (A) qualifying the registration Securities for offer and sale under the applicable securities or qualification "blue sky" laws of such jurisdictions in the United States as the Representative reasonably designates (including filing fees and determination fees and disbursements of eligibility counsel for investment the Underwriters in connection therewith), (B) endeavoring to maintain such qualifications in effect so long as required for the distribution of such Securities, (C) the review (if any) of the offering of the Securities by FINRA, (D) the determination of the eligibility of the Securities for investment under the laws of such jurisdictions as the Representatives Underwriters may designate and (E) the preparation and distribution of any blue sky or legal investment memorandum by Milbank, Tweed, Hadley & McCloy LLP, Underwriters' counsel; (ii) expenses incurred in connection with the preparation and distribution to the Underwriters and the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Securities may have been sold by the Underwriters on their behalf and to any other dealers upon request, either of (A) amendments to the Registration Statement or amendments or supplements to the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not materially misleading or (B) amendments or supplements to the Registration Statement, the Time of Sale Prospectus, or the Prospectus so that the Registration Statement, the Time of Sale Prospectus or the Prospectus, as so amended or supplemented, will comply with law and the expenses incurred in connection with causing such amendments or supplements to be filed promptly with the Commission, all as set forth in Section 4(a) hereof; (iii) the expenses incurred in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time period required by Rule 456(b)(1), if applicable), and the cost of furnishing copies thereof to the Underwriters and dealers; 20 (iv) expenses incurred in connection with the preparation, printing and distribution of a Blue Sky Memorandum (including this Agreement, the related Securities and the Supplemental Indenture; (v) expenses incurred in connection with the delivery of the Securities to the Underwriters; (vi) reasonable fees and expenses disbursements of the counsel and accountants for the Underwriters); (vi) any fees charged by Company and the rating agencies for rating Guarantor; (vii) to the Securities; (vii) extent the Company is so required under the Indenture, the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company respective counsel; (viii) fees charged by rating agencies for any reason fails to tender rating the Securities for delivery (including annual surveillance fees related to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for as long as they are outstanding); (ix) all other reasonable out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with the transactions contemplated by this Agreement (excluding the fees and disbursements of Milbank, Tweed, Hadley & McCloy LLP as counsel for the Underwriters); and (x) except as otherwise provided in the foregoing clauses (i) through (ix), all other expenses incidental to the performance of the Company's and the offering contemplated hereby. Guarantor's obligations under this Agreement, other than pursuant to Section 6.
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Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the
Company will Issuer and the Guarantor jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of
its their respective 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 cost
...s 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 costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's Issuer's and the Guarantor's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters, which fees and expenses shall not exceed $15,000); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company Issuer in connection with any "road show" presentation to potential investors; provided, however, that except investors. Except as provided in Section 7 or this Section 11, 11 and Sections 7 and 10(c) hereof, the Underwriters shall pay their own costs and expenses, expenses on a pro rata basis in accordance with the amount of Securities purchased by such Underwriter as set forth on Schedule I, including without limitation the fees and disbursements expenses of their counsel and travel and lodging expenses of any advertising expenses (other than representatives of the Underwriters. (b) The Issuer and the Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter against any documentary, stamp or similar issuance tax, including any interest and penalties imposed thereon, on the creation, issuance and sale of the Securities and on the initial resale thereof pursuant to this Agreement and on the execution and delivery of this Agreement. All payments to be made to each Underwriter hereunder shall be made without any withholding or deduction for or on behalf of any present or future taxes, duties, or governmental charges whatsoever imposed by or on behalf of any jurisdiction from or through which payment is made unless an Issuer or Guarantor is compelled by law to withhold or deduct such taxes, duties or charges; provided that each Underwriter shall, upon reasonable request, provide to the Issuer and the Guarantor all such forms and other documentation that it is legally eligible to provide as would allow for payments under this Agreement to be paid without (or at a reduced rate of) deduction or withholding on account of taxes, duties, or governmental charges. In that event, the Issuer or the Guarantor, as the case may be, shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received had no withholding or deduction been made; provided that no additional amounts shall be payable to the Underwriter with respect to taxes that arise by reason of any road show presentation) connected with any offers they make. (b) connection between the Underwriter and the jurisdiction of the taxing authority imposing such withholding or deduction other than a connection arising solely as a result of the transactions contemplated by this Agreement. 27 (c) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company Issuer for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Issuer and the Guarantor jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. hereby and neither the Issuer nor the Guarantor shall in any event be liable to any Underwriter for damages on account of loss of anticipated profits from the sale of the Securities.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company
will agrees to pay
or cause to be paid all
costs 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 th...e 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 costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the costs, fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Offered Shares (including all printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the engraving costs), (ii) all fees and expenses of the Trustee registrar and transfer agent of the paying agent (including related Offered Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriters, (iv) all fees and expenses of any counsel to such parties); (viii) the Company's counsel, independent public or certified public accountant and other advisors, (v) all costs and expenses and application fees incurred in connection with any filing with, the preparation, printing, filing, shipping and clearance distribution of the offering 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 Financial Industry Regulatory Authority; Company, and (ix) 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 Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 part of the Offered Shares for offer and sale under the state securities or this Section 11, blue sky laws, and, if requested by the Representative, preparing and printing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Underwriters shall pay their own costs of such qualifications, registrations and expenses, including without limitation exemptions, (vii) the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the costs, fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement determining their compliance with the rules and regulations of FINRA related to the Underwriters' participation in the offering and distribution of the Offered Shares, including any related filings fees and the legal fees of, and disbursements by, counsel to the Underwriters, (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 Representative approved by the Company in advance, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq Capital Market of the NASDAQ, (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement, (xi) all actual and documented out-of-pocket expenses and all fees of the Underwriters' legal counsel and other out-of-pocket expenses of the Underwriters reasonably incurred in connection with the transactions contemplated hereby; provided, that the amount payable pursuant to the foregoing clauses (vi), (vii) and (xi) in the aggregate shall not exceed $100,000, (xii) the costs and fees of any escrow agent and the actual out-of-pocket costs incurred by the Underwriters in connection with clearing agent settlement and financing, which cost shall not exceed $10,000, (xiii) $50,000 to Wainwright for non-accountable expenses, and (xiv) a management fee to Wainwright equal to 1% of the gross proceeds raised by the Company in the offering contemplated hereby. on the Closing Date (assuming the public offering price). Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares. -27- 5. Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).
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Payment of Expenses. (a)
Whether The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated,
the Company will to pay
or cause to be paid all
costs costs, expenses, fees and
expenses taxes incident to
the performance of its obligations hereunder, including without limitation, and in connection with (i)
the costs incident to the authorization, issuance,
sale, preparation sale and delivery of the
Securities Offered Units and any
stamp duties or oth...er taxes payable in that connection; connection, and the preparation and printing of certificates for the Offered Units; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, Statement (including any exhibits thereto), the Preliminary 22 Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (iii) the distribution of the Registration Statement (including any exhibits thereto), the Prospectus, any Time Issuer Free Writing Prospectus and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (iv) the production and distribution of Sale Information this Agreement and any other related documents in connection with the Prospectus (including all exhibits, amendments offering, purchase, sale and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each delivery of the Transaction Documents; (iv) Offered Units; (v) the listing of the Offered Units on Nasdaq; (vi) the registration and qualification of the Offered Units under the securities laws of the several jurisdictions as provided in Section 4(f) (including the filing fees relating to such registration and qualification); (vii) the investor presentations undertaken in connection with the marketing of the Offered Units, including, without limitation, expenses associated with the production of investor presentation slides and graphics, fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred any consultants engaged in connection with the registration or qualification and determination of eligibility for investment investor presentations with the prior approval of the Securities under Company, travel and lodging expenses of the laws representatives and officers of the Company and such jurisdictions as consultants and one-half the Representatives may designate and cost of any aircraft chartered in connection with the investor presentations; (viii) the preparation, printing and distribution of one or more versions of the Prospectus for distribution in Canada, often in the form of a Blue Sky Memorandum (including Canadian "wrapper"; (ix) the related filing fees incident to securing any required review by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the terms of the sale of the Offered Units; and (x) all other costs and expenses incident to the performance of counsel for the Underwriters); (vi) any fees charged by obligations of the rating agencies for rating the Securities; (vii) Company under this Agreement; provided, that, except as provided in this Section 5, each Manager shall pay its own costs and expenses, including (a) the fees and expenses of its counsel, (b) the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred each Manager in connection with any filing with, investor presentations and clearance (c) the expenses of advertising any offering of the offering by, Offered Units made by each Manager. (b) The Company shall reimburse the Financial Industry Regulatory Authority; and (ix) Managers for all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising out-of pocket expenses (other than in accordance with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Schedule IV hereof.
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Payment of Expenses.
(a) Whether The Company agrees to pay, or reimburse if paid by the Placement Agent, whether or not the transactions contemplated
by this Agreement hereby are consummated or this Agreement is
terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities
to the Purchasers and any
... taxes payable in that connection; (ii) (b) the costs incident to the Registration of the Securities under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each any transaction document by mail, telex or other means of communications; (d) the fees and expenses (including related fees and expenses of counsel for the Placement Agent, if any) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Securities and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the filing fees and other costs (excluding fees and expenses of counsel to the Placement Agent) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 5(i) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock and Warrant certificates; (h) all fees and expenses of the registrar and transfer agent of the Shares and the Warrant Shares and any registrar and transfer agent of the Warrants; and (i) all other costs and expenses incident to the offering of the Securities or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all other reasonable documented expenses incurred by the Company personnel in connection with any "road show" presentation including, without limitation, any expenses advanced by the Placement Agent on the Company's behalf (which will be promptly reimbursed)); provided that, except to potential investors; provided, however, that except as the extent otherwise provided in Section 7 or this Section 11, 6 and in Sections 8 and 10, the Underwriters Placement Agent shall pay their its own costs and expenses. In addition, the Company shall reimburse the Placement Agent for its reasonable out-of-pocket expenses, including without limitation the reasonable fees and disbursements of their counsel and any advertising expenses (other than with respect its counsel, in an amount not to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant exceed $50,000 in the aggregate without the prior written approval of the Company, such approval not to Section 9, (ii) be unreasonably withheld. In no event will the Company for any reason fails to tender the Securities for delivery total amount of compensation paid to the Underwriters or (iii) Placement Agent and other securities brokers and dealers upon completion of this Offering exceed 8.0% of the Underwriters decline to purchase gross proceeds of the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Offering.
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Payment of Expenses.
(a) Whether The Company, whether or not
the transactions contemplated by this Agreement are consummated or this Agreement any sale of Securities is
terminated, the Company consummated, will pay
or cause to be paid all
costs and expenses incident to the performance of its obligations
hereunder, including without limitation, (i) under this Agreement, including, (a) the
costs incident to preparation and filing of the
authorization, issuance, sale, preparation Registration Statement and all amendmen...ts thereto and any Permitted Free Writing Prospectus, the Pricing Prospectus, the Final Supplemented Prospectus and any amendments or supplements thereto, (b) the preparation, filing and reproduction of this Agreement, (c) the preparation, printing or other reproduction, issuance and delivery of the Securities, including any fees and expenses relating to the use of book-entry Securities, (d) the fees and disbursements of the Company's accountants and counsel, of the Trustee and its counsel, and of any calculation agent, (e) the qualification of the Securities under state securities laws in accordance with the provisions of Section 5(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky survey and any taxes payable legal investment survey, (f) the printing and delivery to the Underwriters in that connection; (ii) quantities as hereinabove stated of copies of the costs incident to Registration Statement and any amendments thereto, and of any Permitted Free Writing Prospectus, the Pricing Prospectus, the Final Supplemented Prospectus and any amendments or supplements thereto, (g) the preparation, printing or other reproduction and delivery to the Underwriters of copies of the Indenture and all supplements and amendments thereto, (h) any fees charged by rating agencies for the rating of the Securities, (i) the fees and expenses, if any, incurred with respect to any filing under with the Financial Industry Regulatory Authority, Inc. or listing on a securities exchange, (j) any advertising and other out-of-pocket expenses of the Underwriters incurred with the approval of the Company, (k) the cost of providing any CUSIP or other identification numbers for 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 costs of reproducing and distributing each of the Transaction Documents; (iv) (l) the fees and expenses of DTC (as defined in the Company's counsel Indenture) and independent accountants; (v) the fees and expenses incurred any nominees thereof in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Securities.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company
will agrees to pay
or cause to be paid all
costs 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 th...e 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 costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the costs, fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Offered Shares (including all printing and distribution of a Blue Sky Memorandum (including the related engraving costs), (ii) all fees and expenses of counsel for the Underwriters); (vi) any 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 Offered Shares to the Underwriters, (iv) all fees charged 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 rating agencies 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 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 rating offer and sale under the Securities; state securities or blue sky Laws or the provincial securities Laws of Canada, and, if requested by the Representative, preparing and printing a "Blue Sky Survey" or memorandum and a "Canadian wrapper", and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, in an amount not to exceed $7,500, (vii) the fees and expenses of the Trustee Underwriters including the fees and expenses of the paying agent (including related counsel to the Underwriters, payable upon the execution of this Agreement, in an amount not to exceed $25,000, (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 Shares, 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 counsel to such parties); (viii) all expenses and application fees incurred consultants engaged in connection with any filing with, and clearance the road show presentations with the prior approval of the offering by, Company, travel and lodging expenses of the Financial Industry Regulatory Authority; Representative, employees and (ix) all expenses incurred by officers of the Company and any such consultants, (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 connection with any "road show" presentation Item 13 of Part II of the Registration Statement. Any such amount payable to potential investors; provided, however, that except the Underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in Section 7 or this Section 11, 4 or in Section 7, Section 9 or Section 10, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel. -26- 5. Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any advertising expenses (other than action that would result in the Company being required to file with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated the Commission pursuant to Section 9, (ii) Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Rule 433(d).
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