Services and Fees Contract Clauses (249)

Grouped Into 2 Collections of Similar Clauses From Business Contracts

This page contains Services and Fees clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Services and Fees. (a) The Advisor will, if requested by the Company: (i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target's attributes; (iii) Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) Assist the Company in trying to obtain shareholder app...roval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (v)Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target. (b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO ("Fee"). The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. (c) The Fee shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination ("Closing"); provided that the Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters' compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder. View More
Found in Moringa Acquisition Corp contract
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Services and Fees. (a) The Advisor Advisors will, if requested by from time to time, upon the Company's request and in consultation with the Company: (i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold arranging meetings with Company its shareholders to discuss one or more potential Business Combinations, including making calls to shareholders and providing regular marketing feedback, in all cases to the Busine...ss Combination and the Target's attributes; (iii) extent legally permissible; (ii) Introduce the Company to potential investors to purchase the Company's securities in connection with the any Business Combination; (iii) Provide financial advisory services to assist the Company in the Company's efforts to obtain any shareholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (v)Assist the Company with relevant financial analysis, presentations, any press releases and and/or filings related to the any Business Combination or related Targets (the activities described in the Target. foregoing clauses (i)-(iv), the "Services"). Notwithstanding anything to the contrary contained herein, the Services will not include any solicitation of potential investors in connection with the IPO. (b) As compensation for the foregoing services, Services, the Company will pay the Advisor Advisors a cash fee equal to 3.5% to, in the aggregate, 3.0% of the gross proceeds received by the Company in the IPO ("Fee"). IPO, including any proceeds from the full or partial exercise of the underwriters' over-allotment option described therein (the "Fee"). The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. (c) The Fee shall be payable in cash and is due and payable to the Advisor Advisors by wire transfer at the closing of the initial Business Combination ("Closing"); provided that ("Closing"), and shall be allocated as agreed to among the Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters' compensation in connection with the IPO. Advisors. If a proposed Business Combination is not consummated for any reason, reason during the 18-month period from the closing of the IPO (as such period may be extended), no Fee shall be due or payable to the Advisor Advisors hereunder. The Fee shall be exclusive of any finder or other fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or any Target. 1 2. Expenses. At the Closing, the Company shall reimburse the Advisors for all reasonable costs and expenses incurred by the Advisors (including reasonable fees and disbursements of counsel) in connection with the performance of the Services hereunder; provided, however, that all expenses in excess of $5,000 in the aggregate shall be subject to the Company's prior written approval, which approval shall not be unreasonably withheld. View More
Found in Andina Acquisition Corp. III contract
Services and Fees. (a) The Advisor Advisors will, if requested by from time to time, upon the Company's request and in consultation with the Company: (i) Assist (i)Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold arranging meetings with Company shareholders its stockholders to discuss the one or more potential Business Combinations, including making calls directly to stockholders to discuss each potential Busine...ss Combination and each potential Target's attributes and providing regular marketing feedback, including written status reports, from these meetings and participate in direct interaction with stockholders, in all cases to the Target's attributes; (iii) Introduce extent legally permissible; (ii)Assist the Company in preparing presentations to be used with the Company's stockholders for each potential Business Combination; (iii)Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) Assist (iv)Provide financial advisory services to assist the Company in trying the Company's efforts to obtain shareholder any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination, including assistance with the Company's proxy statement or tender offer materials; and Combination; (v)Assist the Company with relevant financial analysis, presentations, any press releases and and/or filings related to the Business Combination or related Target; and (vi)Assist the Target. Company with any other reasonable marketing services as may be customary and appropriate in connection with the Company's consummation of a Business Combination (the activities described in the foregoing clauses (i)-(vi), the "Services"). (b) As compensation for the foregoing services, Services, the Company will pay the Advisor Advisors a cash fee equal to to, in the aggregate, 3.5% of the gross proceeds received by the Company in from the IPO ("Fee"). sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriters' over-allotment option described therein (the "Fee"). The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. (c) The Fee shall be payable in cash and is due and payable to the Advisor Advisors by wire transfer at the closing of the initial Business Combination ("Closing"); provided that ("Closing"), and shall be allocated as agreed to among the Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters' compensation in connection with the IPO. Advisors. If a proposed Business Combination is not consummated for any reason, reason during the 21-month period from the closing of the IPO (as such period may be extended), no Fee shall be due or payable to the Advisor Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target. 1 2. Expenses. At the Closing, the Company shall reimburse the Advisors for all reasonable costs and expenses incurred by the Advisors (excluding any fees and disbursements of counsel) in connection with the performance of the Services hereunder; provided, however, that all expenses in excess of $5,000 in the aggregate shall be subject to the Company's prior written approval, which approval shall not be unreasonably withheld. View More
Found in Monocle Acquisition Corp contract
Services and Fees. (a) The Advisor will, if requested by from time to time, upon the Company's request and in consultation with the Company: (i) Assist (i)Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the preparing presentations for each potential Business Combination; (ii) Hold (ii)Assist the Company in arranging meetings with Company shareholders stockholders, including making calls directly to stockholders, to discuss the each potential Busi...ness Combination and each potential Target's attributes and providing regular market feedback, including written status reports, from these meetings and participate in direct interaction with stockholders, in all cases to the Target's attributes; (iii) Introduce extent legally permissible; (iii)Introduce the Company to potential investors to purchase the Company's securities in connection with the each potential Business Combination; (iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (v)Assist (iv)Assist the Company with relevant financial analysis, presentations, the preparation of any press releases and filings related to the each potential Business Combination or Target (the activities described in the Target. foregoing clauses (i)-(iv), the "Services"). (b) As compensation for the foregoing services, Services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO ("Fee"). (the "Fee"). The Fee shall be due and payable at the closing of the Business Combination ("Closing"). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable. (c) The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between the Advisor B. Riley and the Company or the Target. (c) The Fee shall be payable in cash and is due and payable (d) Notwithstanding anything to the Advisor by wire transfer at the closing contrary contained herein, no portion of the Business Combination ("Closing"); provided that the Fee shall not will be paid prior to the date that is 60 90 days from the effective date of the Registration Statement Statement, unless the Financial Industry Regulatory Authority FINRA determines that such payment would not be deemed underwriters' compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable this offering pursuant to the Advisor hereunder. FINRA Rule 5110(c)(3)(B)(ii). View More
Found in B. Riley Principal Merger Corp. contract
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Services and Fees. (a) The Advisors will: (i) Hold meetings with Company shareholders to discuss the Business Combination and the Target's attributes; (ii) Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iii) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (iv) Assist the Company with any press releases and f...ilings related to the Business Combination or the Target. Notwithstanding anything to the contrary contained herein, the services to be provided for hereunder will not include any solicitation of potential investors for the IPO and the Fee (as defined below) will not be paid in connection with the IPO. (b) As compensation for the foregoing services, the Company will pay the Advisors an aggregate cash fee of 3.5% of the gross proceeds received by the Company in the IPO (equal to $3,500,000, or $4,025,000 if the underwriters in the IPO exercise their over-allotment option in full) ("Fee"). The Company will allocate $2,100,000, $700,000 and $700,000 of the Fee to Ladenburg Thalmann, CIM Securities and Atlantic-Pacific, respectively (or $2,415,000, $805,000 and $805,000, respectively, if the underwriters in the IPO exercise their over-allotment option in full). The Fee is due and payable to the Advisors by wire transfer at the closing of the Business Combination ("Closing"). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any finder's fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target. View More
Found in Union Acquisition Corp. contract
Services and Fees. (a) The Advisors will: (i) Hold meetings with Company shareholders to discuss the Business Combination and the Target's attributes; (ii) Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iii) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (iv) Assist the Company with any press releases and f...ilings related to the Business Combination or the Target. Notwithstanding anything to the contrary contained herein, the services to be provided for hereunder will not include any solicitation of potential investors for the IPO and the Fee (as defined below) will not be paid in connection with the IPO. (b) As compensation for the foregoing services, the Company will pay the Advisors an aggregate cash fee of 3.5% of the gross proceeds received by the Company in the IPO (equal to $3,500,000, or $4,025,000 if the underwriters in the IPO exercise their over-allotment option in full) ("Fee"). The Company will allocate $2,100,000, $700,000 and $700,000 of the Fee to Ladenburg Thalmann, CIM Securities Brookline Capital Markets and Atlantic-Pacific, respectively (or $2,415,000, $805,000 and $805,000, respectively, if the underwriters in the IPO exercise their over-allotment option in full). The Fee is due and payable to the Advisors by wire transfer at the closing of the Business Combination ("Closing"). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any finder's fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target. Target.2. Expenses. At the Closing, the Company shall reimburse the Advisors for all reasonable costs and expenses incurred by the Advisors on a pro rata basis (including reasonable fees and disbursements of counsel) in connection with the performance of their services hereunder; provided, however, all expenses in excess of $[5,000] in the aggregate shall be subject to the Company's prior written approval, which approval shall not be unreasonably withheld. View More
Found in Union Acquisition Corp. contract
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