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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
Entire Document
 
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          (h)  To pay all fees and disbursements of counsel incurred by the
     Underwriters in connection with the Directed Share Program and stamp
     duties, similar taxes or duties or other taxes, if any, incurred by the
     Underwriters in connection with the Directed Share Program.

          (i)  The Company and its subsidiaries shall consummate the
     transactions described in the Prospectus under the caption "Incorporation
     Transactions" as soon as reasonably practicable.

          Furthermore, the Company and the Predecessor Partnerships covenant
with Morgan Stanley that the Company will, and the Predecessor Partnerships will
cause the Company to, comply with all applicable securities and other applicable
laws, rules and regulations in each foreign jurisdiction in which the Directed
Shares are offered by the Company in connection with the Directed Share Program.

          8.   Expenses. Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, the Sellers and the
Predecessor Partnerships agree to pay or cause to be paid all expenses incident
to the performance of their obligations under this Agreement, including: (i) the
fees, disbursements and expenses of the Company's counsel and the Company's
accountants and counsel for the Selling Shareholder in connection with the
registration and delivery of the Shares under the Securities Act and all other
fees or expenses in connection with the preparation and filing of the
Registration Statement, any preliminary prospectus, the Prospectus and
amendments and supplements to any of the foregoing, including all printing costs
associated therewith, and the mailing and delivering of copies thereof to the
Underwriters and dealers, in the quantities hereinabove specified, (ii) all
costs and expenses related to the transfer and delivery of the Shares to the
Underwriters, including any transfer or other taxes payable thereon, (iii) the
cost of printing or producing any Blue Sky or Legal Investment memorandum in
connection with the offer and sale of the Shares under state securities laws and
all expenses in connection with the qualification of the Shares for offer and
sale under state securities laws as provided in Section 7(d) hereof, including
filing fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky or Legal Investment memorandum (which fees and disbursements of counsel
shall not exceed $5,000), (iv) all filing fees and disbursements of counsel to
the Underwriters incurred in connection with the review and qualification of the
offering of the Shares by the NASD, (v) all fees and expenses in connection with
the preparation and filing of the registration statement on Form 8-A relating to
the Common Stock and all costs and expenses incident to listing the Shares on
the New York Stock Exchange, (vi) the cost of printing certificates representing
the Shares, (vii) the costs and charges of any transfer agent, registrar or
depositary, (viii) the costs and expenses of the Company relating to investor
presentations on any "road show" undertaken in connection with the marketing of
the offering of the Shares, including, without limitation, expenses associated
with the production of road show slides and graphics, fees and expenses of any
consultants engaged in connection with the road show presentations with the
prior approval of the Company, travel and lodging expenses of the

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