Reimbursement of Underwriters’ Expenses Clause Example with 625 Variations from Business Contracts
This page contains Reimbursement of Underwriters’ Expenses 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.
Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally throug...h the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.View More
Variations of a "Reimbursement of Underwriters’ Expenses" Clause from Business Contracts
Reimbursement of Underwriters’ Expenses. If Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8, (b) the Company shall fail to tender the Stock for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement, or (d) the sale of the Securities provided for herein Stock is not consummated (i) because any condition to the obligations of the... Underwriters set forth in Section 6 hereof herein is not satisfied, satisfied or (ii) because of any termination pursuant to Section 10 hereof or because of any the refusal, inability or failure on the part of the Company to perform any agreement herein or satisfy any condition or to comply with any provision the provisions hereof other than by reason (A) prior to the Closing Date, then in addition to the payment of a default by any of the Underwriters, amounts in accordance with Section 5, the Company will shall reimburse the Underwriters severally through for the Representatives on demand reasonable and documented fees and expenses of Underwriters' counsel and for all such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) that as shall have been reasonably and actually incurred by them in connection with this Agreement and the proposed purchase and sale of the Securities. Stock, including, without limitation, travel and lodging expenses of the Underwriters, and upon demand the Company shall pay the full amount thereof to Cowen and (B) after the Closing Date but prior to any Option Closing Date with respect to the purchase of any Optional Stock pursuant to a notice delivered by Cowen to the Company under Section 3 hereof, the Company shall reimburse the Underwriters for the reasonable and documented fees and expenses of Underwriters' counsel and for such other out-of-pocket expenses as shall have been reasonably and actually incurred by them following the Closing Date pursuant to this Agreement in connection with the proposed purchase of such Optional Stock, and upon demand the Company shall pay the full amount thereof to Cowen, provided that, in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d)(i) above in an amount in excess of $100,000 in the aggregate. If this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of expenses to the extent incurred by such defaulting Underwriter provided that the foregoing shall not limit any reimbursement obligation of the Company to any non-defaulting Underwriter under this Section 9. View More
Reimbursement of Underwriters’ Expenses. If Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections 8 or 10, (b) the Company shall fail to tender the Firm Units for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Firm Units for any reason permitted under this Agreement or (d) the sale of the Securities provided for herein Firm Units is not consummated because any condition to the o...bligations of the Underwriters set forth in Section 6 hereof herein is not satisfied, because of any termination pursuant to Section 10 hereof satisfied or because of any the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with any provision hereof other than by reason the provisions hereof, then in addition to the payment of a default by any of amounts in accordance with Section 5, the Company shall reimburse the Underwriters, pro rata based on the Company will reimburse number of Firm Units each Underwriter agreed to sell hereunder, for the Underwriters severally through the Representatives on demand fees and expenses of Underwriters' counsel and for all such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) that as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase and sale of the Securities. Firm Units, including travel and lodging expenses of the Underwriters, and upon demand the Company shall pay the full amount thereof to the Representatives; provided that if this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of expenses to the extent incurred by such defaulting Underwriter, and provided further that the foregoing shall not limit any reimbursement obligation of the Company to any non-defaulting Underwriter under this Section 9. View More
Reimbursement of Underwriters’ Expenses. If Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Firm Units for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Firm Units for any reason permitted under this Agreement or (d) the sale of the Securities provided for herein Firm Units is not consummated because any condition to the ob...ligations of the Underwriters set forth in Section 6 hereof herein is not satisfied, because of any termination pursuant to Section 10 hereof satisfied or because of any the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with any provision hereof other than by reason the provisions hereof, then in addition to the payment of a default by any of amounts in accordance with Section 5, the Company shall reimburse the Underwriters, pro rata based on the Company will reimburse number of Firm Units each Underwriter agreed to sell hereunder, for the Underwriters severally through the Representatives on demand fees and expenses of Underwriters' counsel and for all such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) that as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase and sale of the Securities. Firm Units, including travel and lodging expenses of the Underwriters, and upon demand the Company shall pay the full amount thereof to the Representative; provided that if this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of expenses to the extent incurred by such defaulting Underwriter, and provided further that the foregoing shall not limit any reimbursement obligation of the Company to any non-defaulting Underwriter under this Section 9. View More
Reimbursement of Underwriters’ Expenses. If (a) the sale of Company shall fail to tender the Securities provided for herein is not consummated because any condition delivery to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because by reason of any termination pursuant to Section 10 hereof failure, refusal or because of any refusal, inability or failure on the part of the Company to perform any agreement herein to be performed on its part hereunder, or comply with because any provision hereof other ...than by reason of a default by any condition of the Underwriters, obligations hereunder required to be fulfilled by the Company is not fulfilled for any reason, or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement, the Company will reimburse the Underwriters severally through the Representatives on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of one counsel) that shall have been not to exceed $250,000 incurred by them the Underwriters in connection with this Agreement and the proposed purchase and sale of the Securities. Securities and upon demand the Company shall pay the full amount thereof to the Representatives. View More
Reimbursement of Underwriters’ Expenses. If the sale of Company shall fail to tender the Securities provided Notes for herein is not consummated because any condition delivery to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because by reason of any termination pursuant to Section 10 hereof failure, refusal or because of any refusal, inability or failure on the part of the Company to perform any agreement herein on its part to be performed (other than with respect to a termination pursuant to claus...e (ii) of Section 10 if the Company and the Underwriters subsequently enter into another agreement for the Underwriters to underwrite the same or comply with any provision hereof other than by reason of a default by any substantially similar securities of the Underwriters, Company), or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the Underwriters severally through the Representatives on demand for all reasonable documented out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them the Underwriters in connection with this Agreement and the proposed purchase and sale of the Securities. Notes, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. View More
Reimbursement of Underwriters’ Expenses. If (a) the sale of Company shall fail to tender the Securities provided Shares for herein is not consummated because any condition delivery to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because by reason of any termination pursuant to Section 10 hereof failure, refusal or because of any refusal, inability or failure on the part of the Company to perform any agreement herein to be performed on its part hereunder, or comply with because any provision hereof... other than by reason of a default by any condition of the Underwriters, obligations hereunder required to be fulfilled by the Company is not fulfilled for any reason, or (b) the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement, the Company will reimburse the Underwriters severally through the Representatives on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of one counsel) that shall have been incurred by them the Underwriters in connection with this Agreement and the proposed purchase and sale of the Securities. Shares and upon demand the Company shall pay the full amount thereof to the Representatives; provided, however, that in no event shall the Company be obligated to reimburse the out-of-pocket expenses of any defaulting Underwriter referred to in Section 10 hereof or any Underwriter found to be in breach of this Agreement as of the Applicable Time. View More
Reimbursement of Underwriters’ Expenses. If (a) the sale of Company shall fail to tender the Securities provided for herein is not consummated because any condition delivery to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because by reason of any termination pursuant to Section 10 hereof failure, refusal or because of any refusal, inability or failure on the part of the Company to perform any agreement herein to be performed on its part hereunder, or comply with because any provision hereof other ...than by reason of a default by any condition of the Underwriters, obligations hereunder required to be fulfilled by the Company is not fulfilled for any reason, or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement, the Company will reimburse the Underwriters severally through the Representatives on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of one counsel) that shall have been 25 not to exceed $250,000 incurred by them the Underwriters in connection with this Agreement and the proposed purchase and sale of the Securities. Securities and upon demand the Company shall pay the full amount thereof to the Representatives; provided, however, that in no event shall the Company be obligated to reimburse the out-of-pocket expenses of any defaulting Underwriter referred to in Section 10 hereof or any Underwriter found to be in breach of this Agreement as of the Applicable Time. View More
Reimbursement of Underwriters’ Expenses. If (a) the sale of Company shall fail to tender the Securities provided for herein is not consummated because any condition delivery to the obligations of Underwriters for any reason, or (b) the Underwriters set forth in Section 6 hereof is not satisfied, because of shall decline to purchase the Securities for any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof... other than by reason of a default by any of the Underwriters, permitted under this Agreement, the Company will reimburse the Underwriters severally through the Representatives on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase and sale of the Securities. Securities, and upon demand the Company shall pay the full amount thereof to the Underwriters, subject to the delivery to the Company of reasonable documentation thereof. View More
Reimbursement of Underwriters’ Expenses. If (a) the sale of Company for any reason fails to tender the Offered Securities provided for herein is not consummated because any condition delivery to the obligations of Underwriters, or (b) the Underwriters set forth in Section 6 hereof is not satisfied, because of decline to purchase the Offered Securities for any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision h...ereof reason permitted under this Agreement other than by reason of a default by the occurrence of any of the Underwriters, events described in clauses (i), (iii), (iv) or (v) of Section 9, the Company will agrees to reimburse the Underwriters severally through the Representatives on demand for all reasonable and documented out-of-pocket expenses (including reasonable and documented fees and disbursements of counsel) that shall have been counsel to the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase and sale of the Securities. Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof, and upon demand the Company shall pay the full amount thereof to the Underwriters. If this Agreement is terminated pursuant to Section 8 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. View More
Reimbursement of Underwriters’ Expenses. If Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Stock and Warrants for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Stock and Warrants for any reason permitted under this Agreement or (d) the sale of the Securities provided for herein Stock and Warrants is not consummated because... any condition to the obligations of the Underwriters set forth in Section 6 hereof herein is not satisfied, because of any termination pursuant to Section 10 hereof satisfied or because of any 28 the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with any provision the provisions hereof other than by reason prior to the Closing Date, then in addition to the payment of a default by any of the Underwriters, amounts in accordance with Section 5, the Company will shall reimburse the Underwriters severally through for the Representatives on demand fees and expenses of Underwriters' counsel and for all such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) that as shall have been reasonably actually incurred by them in connection with this Agreement and the proposed purchase and sale of the Securities. Stock and Warrants, including, without limitation, travel and lodging expenses of the Underwriters, and upon demand the Company shall pay the full amount thereof to the Representatives; provided that if this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of expenses to the extent incurred by such defaulting Underwriter, provided that the foregoing shall not limit any reimbursement obligation of the Company to any non-defaulting Underwriter under this Section 9. View More
