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 (a) the sale of Selling Stockholder shall fail to tender the Securities provided Stock 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 Stock 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 prov...ision 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. Stock, and upon demand the Company shall pay the full amount thereof to the Representatives. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11 by reason of the default of one or more Underwriters or the purchase of the Stock is not consummated as a result of the occurrence of any of the events described in Section 9(n) (other than the occurrence of an event described in Section 9(n)(i)(B)), 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, (b) the Company shall fail to tender the Stock for delivery to the Underwriters for any reason not permitted under this Agreement or (c) the sale of the Securities provided for herein Stock 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 S...ection 10 hereof satisfied or because of any the refusal, inability or failure on the part of the Company to perform in all material respects 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 the Underwriters, amounts in accordance with Section 5, the Company will shall, pro rata based on the number of shares of Firm Stock and Optional Stock it agreed to sell hereunder, reimburse the Underwriters severally through for the Representatives on demand reasonable and documented out-of-pocket fees and expenses of Underwriters' counsel (limited to one counsel) and for all such other reasonable and documented 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. Stock, including, without limitation, 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 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 further that the foregoing shall not limit any reimbursement obligation of the Company to any non-defaulting Underwriter under this Section 9. 23 10. SUBSTITUTION OF UNDERWRITERS. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on the Closing Date or the Option Closing Date, as the case may be, and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, as the case may be, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date, as the case may be. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, as the case may be, and arrangements satisfactory to the Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date, as the case may be, as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date, as the case may be, for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 12 through 21, inclusive, shall not terminate and shall remain in full force and effect. 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 7 or 9, (b) the Company shall fail to tender the Shares or Warrants for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Shares or Warrants for any reason permitted under this Agreement or (d) the sale of the Securities provided for herein Shares or 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 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 the Underwriters, amounts in accordance with Section 4, 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 incurred by them in connection with this Agreement and the proposed purchase and sale of the Securities. Shares 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 up to $150,000; provided, however, that 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 expenses to the extent incurred by such defaulting Underwriter; provided further that the foregoing shall not limit any reimbursement obligation of the Company to any non-defaulting Underwriter under this Section 8. -24- 9. SUBSTITUTION OF UNDERWRITERS. If any Underwriter or Underwriters shall default in its or their obligations to purchase Shares or Warrants hereunder on any Closing Date and the aggregate number of Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares and Warrants to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of Shares and Warrants to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares and Warrants by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the Shares and Warrants of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 9, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of Shares and Warrants to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 4 and 8 and the provisions of Section 6 and Sections 10 through 22, inclusive, shall not terminate and shall remain in full force and effect. View More
Reimbursement of Underwriters’ Expenses. If (a) the sale of Company or any Selling Stockholder shall fail to tender the Securities provided Stock 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 Stock 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 comp...ly 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. Stock, and upon demand the Company shall pay the full amount thereof to the Representative. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11 by reason of the default of one or more Underwriters or the purchase of the Stock is not consummated as a result of the occurrence of any of the events described in Section 9(o) (other than the occurrence of an event described in Section 9(o)(i)(B)), 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 or any Selling Stockholder shall fail to tender the Securities provided Stock 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 Stock 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 comp...ly 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. Stock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 11 by reason of the default of one or more Underwriters, neither the Company nor any Selling Stockholder shall 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 Stock 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 Stock 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 hereo...f 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. Stock, and upon demand the Company shall pay the full amount thereof to the Representatives. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11 by reason of the default of one or more Underwriters or the purchase of the Stock is not consummated as a result of the occurrence of any of the events described in Section 9(p) (other than the occurrence of an event described in Section 9(p)(i)(B)) 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 Selling Stockholder shall fail to tender the Securities provided Stock 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 Stock 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 pro...vision 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 and documented 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. Stock, and upon demand the Company shall pay the full amount thereof to the Representative. If this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, neither the Company nor the Selling Stockholder shall be obligated to reimburse any defaulting Underwriter on account of those expenses. View More
Reimbursement of Underwriters’ Expenses. If (a) the sale of Selling Stockholders shall fail to tender the Securities provided Stock 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 Stock 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 pr...ovision 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 and documented 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. Stock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, neither the Company nor the Selling Stockholders shall be obligated to reimburse any defaulting Underwriter on account of those expenses. View More
Reimbursement of Underwriters’ Expenses. If (a) the sale of Company fails to tender the Securities provided Stock 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 Stock 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 oth...er 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. Stock, and upon demand the Company shall pay the full amount thereof to the Representatives. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11 by reason of the default of one or more Underwriters or the purchase of the Stock is not consummated as a result of the occurrence of any of the events described in Section 9(m) (other than the occurrence of an event described in Section 9(m)(i)(B)), 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 fails to tender the Securities provided Notes for herein is not consummated because any condition delivery to the obligations of the Underwriters as set forth in Section 6 hereof is not satisfied, because of any termination this Agreement, or (b) the Underwriters terminate this Agreement pursuant to Section 10 hereof or because of decline to purchase the Notes for any refusal, inability or failure on the part of reason permitted under this Agreement, the Company to per...form any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will shall 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. Notes, and upon demand the Company shall pay the full amount thereof to the Underwriters. 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
