Services and Fees Clause Example with 110 Variations from Business Contracts
This page contains Services and Fees 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.
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
Variations of a "Services and Fees" Clause from Business Contracts
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 will: (i)Hold meetings with Company shareholders stockholders to discuss the Business Combination and the Target's attributes; (iii) Introduce (ii)Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) Assist securi...ties; (iii)Assist the Company in trying to obtain shareholder stockholder 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, any 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 payable in cash; provided, that, in the Company's discretion, up to 25% of the Fee may be paid (i) in shares of Class A common stock of the Company valued at $10.10 per share (the "Equity Payment") or (ii) to another advisor that is a member of FINRA that assists the Company in consummating a Business Combination. Accordingly, the Advisor must be paid cash in an amount equal to at least 75% of the Fee. The Company agrees to include any shares issued as the Equity Payment on any registration statement that it files to register securities included within or underlying that certain unit purchase option being issued to Advisor as of the date hereof in connection with the IPO. The Fee is due and payable to the Advisor by wire transfer (and by delivery of a share certificate if the Equity Payment method is selected) 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 Advisor hereunder. 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 Any shares of Class A common stock of the Company issued as Equity Payment have been deemed compensation by FINRA and is due and payable are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the Registration Statement pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules to the Advisor by wire transfer at extent such shares are issued during that time period. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the closing subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the Business Combination ("Closing"); provided that securities by any person for a period of 180 days immediately following the Fee shall not effective date of the Registration Statement, nor may they be paid prior to the date that is 60 sold, transferred, assigned, pledged or hypothecated for a period of 180 days from immediately following the effective date of the Registration Statement unless except to any underwriter and selected dealer participating in the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters' compensation offering and their bona fide officers or partners, in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable each case to the Advisor hereunder. extent they are issued within 180 days immediately following the effective date of the Registration Statement. View More
Services and Fees. (a) The Advisor will, if If requested by the Company: Company, the Advisor will: (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) (ii) Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) securities; (iii) A...ssist 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 filings related to the Business Combination or the Target. Target; (iv) Advise and assist the Company in the analysis, structuring and negotiation of a Business Combination; and (v) Provide such other advisory and investment banking services as the Company and Advisor shall mutually agree upon. (b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% 4% of the gross proceeds received by the Company in the IPO ("Fee"). ("Fee"); provided, that up to $250,000 of the Fee (the "Allocated Portion") may be allocated at the sole discretion of the Company to one or more other advisors that assist the Company with the Business Combination in any respect. The Fee term "Fee" as used hereafter shall be exclusive of any finder's fees which may become mean the amount payable to the Advisor pursuant to any other agreement between Advisor, as reduced by the Advisor and the Company or the Target. (c) Allocated Portion. The Fee shall be payable in cash cash; provided, that, in the Company's discretion, up to 25% of the Fee may be paid in shares of common stock of the Company valued at $10.00 per share ("25% Equity Payment"). If the Company takes advantage of this option and pays a portion of the Fee in shares of common stock of the Company, the Advisor agrees that such shares may not be sold, transferred, assigned, pledged or hypothecated for 180 days following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the offering and the bona fide officers or partners of the underwriters and any such participating selected dealer pursuant to Rule 5110(g)(1) of the FINRA Manual. Additionally, pursuant to FINRA Rule 5110(g)(1), such shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The Fee is due and payable to the Advisor by wire transfer (and by delivery of a share certificate if the 25% Equity Payment method is selected) 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. ("Closing"). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder. The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any subsequent agreement between the Advisor and the Company or the Target. View More
Services and Fees. (a) The Advisor Advisors will, if requested by from time to time, upon the Company: Company's request: (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 discussions of the Business Combination and the applicable potential Target's attributes; (iii) (ii) Introduce the Company to... potential investors to purchase the Company's securities in connection with the Business Combination; (iii) Provide additional capital markets advisory services as may be mutually agreed upon between the Company and each Advisor (the activities described in the foregoing clauses (i)-(iii), the "Services"). (b) Notwithstanding anything to the contrary contained in this Agreement, the Services to be provided hereunder will not include: (i) Any solicitation of potential investors in connection with the IPO or Business Combination; (ii) Any solicitation of proxies in connection with the Business Combination; 1 (iii) Any provision of M&A-related advisory services; (iv) Assist Any valuation or appraisal of any assets or liabilities (contingent or otherwise) of the Company or of the solvency or fair value of the Company under any state or federal law relating to bankruptcy, insolvency or similar matters; or (v) The rendering of an opinion with respect to the fairness, from a financial point of view, to the Company of the consideration to be paid by the Company in trying a proposed Business Combination. (c) The obligations of the Advisors to obtain shareholder approval for provide any of the Business Combination, including assistance Services or perform any other obligations imposed upon the Advisors hereunder shall be several and not joint. (d) The Company acknowledges and agrees that, prior to the provision of any Services with the Company's proxy statement or tender offer materials; respect to any Target hereunder, each Advisor shall be entitled to first implement its internal conflicts, compliance and (v)Assist other internal processes to evaluate its ability to assist the Company in connection therewith. Neither Advisor shall be required to perform any Services prior to completion of such processes, and it shall not be a breach of this Agreement if an Advisor determines that it is unable to provide the Services with relevant financial analysis, presentations, press releases and filings related respect to the Business Combination or the Target. (b) any Target after completion of such processes. (e) As compensation for the foregoing services, Services, the Company will pay the Advisor Advisors a cash fee equal to 3.5% 5.0% of the gross proceeds received by the Company in from the IPO ("Fee"). IPO, including any proceeds from the exercise of the underwriters' over-allotment option (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 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. ("Closing"). If a proposed Business Combination is not consummated for any reason, reason within 18 months from the closing of the IPO (or up to 24 months from the closing of the IPO if extended, as described in more detail in the Registration Statement), no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any finder's or other fees which may become payable to any of the Advisors pursuant to any subsequent agreement between such Advisor hereunder. and the Company or any Target. View More
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 the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold by holding meetings with Company shareholders stockholders to discuss the each potential Business Combination and the Target's attributes; (iii) attributes of potential Targets, making calls directly to Company stockholde...rs, preparing presentations for each potential Business Combination, providing regular market feedback, including written status reports from such meetings and calls, and participating in direct interaction with stockholders, in all cases to the extent legally permissible; (ii) Introduce the Company to potential investors to purchase that are interested in purchasing the Company's securities in connection with the each potential Business Combination; (iii) Assist the Company in obtaining stockholder approval for each potential 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, preparation of any press releases and public 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% 4.0% of the gross proceeds received by of the Company in base offering as well as any amounts raised pursuant to the IPO ("Fee"). over-allotment (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 Seaport Global 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 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 this offering pursuant to FINRA Rule 5110.01(b)(2). 1 2. Expenses. At the IPO. If a proposed Business Combination is not consummated Closing, the Company shall reimburse the Advisor for all reasonable and documented costs and expenses incurred by the Advisor (including reasonable fees and disbursements of counsel) in connection with the performance of the Services; provided, however, any reason, no Fee costs and/or expenses in excess of $5,000 in the aggregate shall be due or payable subject to the Advisor hereunder. Company's prior written approval, which approval will not be unreasonably withheld. The expenses and costs will be charged at cost without markup. View More
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 the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold by holding meetings with Company shareholders stockholders to discuss the each potential Business Combination and the Target's attributes; (iii) attributes of potential Targets, making calls directly to Company stockholde...rs, preparing presentations for each potential Business Combination, providing regular market feedback, including written status reports from such meetings and calls, and participating in direct interaction with stockholders, in all cases to the extent legally permissible; (ii) Introduce the Company to potential investors to purchase that are interested in purchasing the Company's securities in connection with the each potential Business Combination; (iii) Assist the Company in obtaining stockholder approval for each potential 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, preparation of any press releases and public 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 of the Company in base offering as well as any amounts raised pursuant to the IPO ("Fee"). over-allotment (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 Seaport Global 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 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 this offering pursuant to FINRA Rule 5110.01(b)(2). 1 2. Expenses. At the IPO. If a proposed Business Combination is not consummated Closing, the Company shall reimburse the Advisor for all reasonable and documented costs and expenses incurred by the Advisor (including reasonable fees and disbursements of counsel) in connection with the performance of the Services; provided, however, any reason, no Fee costs and/or expenses in excess of $5,000 in the aggregate shall be due or payable subject to the Advisor hereunder. Company's prior written approval, which approval will not be unreasonably withheld. The expenses and costs will be charged at cost without markup. View More
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 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 poten...tial Business 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 (iv)Assist the Company in trying to obtain shareholder obtaining any stockholder approval for the each potential Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (v)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; and (vi)Assist the Target. Company with any other reasonable advisory and marketing services as may be appropriate in connection with the Company's search for and 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 (1) pay the Advisor Advisors a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO ("Fee"). (the "Cash Fee"), which Cash Fee shall be allocated 70% to EBC and 30% to Oppenheimer, of which up to 40% of the Cash Fee may be paid, at the Company's discretion, to other FINRA members that assist the Company in consummating a Business Combination (any amounts paid to other FINRA members shall decrease the amounts payable to the Advisors on a pro rata basis in proportion to the Cash Fee payable to them (i.e., 70% to EBC and 30% to Oppenheimer)), and (2) issue EBC (and/or its designees) 150,000 shares of the Company's common stock (the "Shares" and together with the Cash Fee, the "Fee"). The Cash Fee shall be due and payable, and the Shares shall be issuable, at the closing of the Business Combination ("Closing"). If a proposed Business Combination is not consummated for any reason, no Cash Fee shall be due or payable and no Shares shall be issuable hereunder. The Company agrees that it will register the Shares for resale. The Company will use its best efforts to effect such registration in connection with the Business Combination or, if not then reasonably practicable, to use its best efforts to file a registration statement covering the resale of the Shares within 15 days of the Closing and have such registration statement declared effective as soon as possible thereafter. (c) The Fee shall be exclusive of any finder's fees which may become payable to the Advisor Advisors pursuant to any other agreement between the Advisor EBC, Oppenheimer 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
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 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 Assist the Company in arranging meetings with Company shareholders shareholders, including making calls directly to shareholders, to discuss the each potential Business Combinati...on and each potential Target's attributes and providing regular market feedback, including written status reports, from these meetings and participate in direct interaction with shareholders, in all cases to the Target's attributes; extent legally permissible; (iii) Introduce the Company to potential investors to purchase the Company's securities in connection with the each potential 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, 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 (the "Fee") equal to 3.5% 2.75% of the gross proceeds received of the IPO. If, however, a Business Combination is not consummated within 12 months of the closing of the IPO and the Company's sponsor elects to extend the period of time to consummate a Business Combination by three months by depositing into the Trust Account (as defined below) a fee pursuant to the trust agreement between the Company in and Continental Stock Transfer & Trust Company, the IPO ("Fee"). Fee shall be reduced to equal 1.75% of the gross proceeds of the IPO. 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 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
Services and Fees. (a) The (a)The Advisor will, if requested by the Company: (i) Assist will: (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 to discuss the potential Business Combination and the Target's potential Targets' attributes; (iii) Introduce (ii)Introduce the Company to potential investors to purchase the Company's securities in connection with the Busin...ess 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 (iii)Assist the Company with relevant financial analysis, presentations, any 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 to, in the aggregate, (i) 3.5% of the gross proceeds received by the Company from the sale of its equity securities in the IPO ("Fee"). The Fee shall be exclusive (the "IPO Fee") plus (ii) an additional fee equal to 1% of any finder's fees which may become payable the consideration issued to a Target if the Business Combination is consummated with a Target introduced by the Advisor pursuant to any other agreement between (the "Referral Fee" and together with the Advisor and the Company or the Target. (c) IPO Fee, "Transaction Fee"). The Transaction Fee shall be payable in cash and is due and payable in cash 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. ("Closing"). If a proposed Business Combination is not consummated for any reason, reason during the 12 month period following the consummation of the IPO (as such period may be extended), no Transaction Fee shall be due or payable to the Advisor hereunder. For the avoidance of doubt, the Referral Fee shall only be payable upon consummation of the Business Combination and no Referral Fee shall be paid if the Business Combination is not consummated with a Target referred to the Company by the Advisor. View More
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 arranging meetings with its stockholders to discuss one or more potential Business Combinations, including making calls to stockholders and negotiation of a definitive purchase agreement with respect providing business updates and marketing feedback, in all cases to the Business Combination; extent legally permiss...ible; (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 any post-IPO financing; (iii) Provide financial advisory services to assist the Company in its efforts to obtain any stockholder 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 these clauses (i)-(iv), the Target. "Services"). Notwithstanding anything to the contrary contained herein, (A) the Services will not include (x) any solicitation of potential investors in connection with the IPO or any Business Combination, or (y) any provision of M&A-related advisory services, and (B) the obligations of the Advisors to provide any of the Services or perform any other obligations imposed upon the Advisors hereunder shall be several and not joint. (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") allocated as set forth on Schedule 1 hereto. 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 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. ("Closing"). If a proposed Business Combination is not consummated for any reason, reason during the 24-month period (as such period may be extended) from the closing of the IPO, no Fee shall be due or payable to any of the Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to any of the Advisors pursuant to any other agreement among such Advisor hereunder. and the Company or any Target. View More
Services and Fees. (a) The Advisor (a)The 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 arranging meetings with its stockholders to discuss one or more potential Business Combinations, including making calls to stockholders and negotiation of a definitive purchase agreement with respect providing business updates and marketing feedback, in all cases to the Business Combination; extent legally ...permissible; (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 publicly-traded securities in after-market transactions following the public announcement of the Business Combination; (iii) Provide financial advisory services to assist the Company in its efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to any Business Combination or related Targets (the activities described in the foregoing clauses (i)-(iv), the "Services"), provided, however, that each Advisor may decline to provide the Services for a potential Business Combination in its sole and absolute discretion if it notifies the Company within 10 business days following the Company's disclosure of the name of the Target to such Advisor, in which case no fee shall be due to such Advisor hereunder if the Company consummates a Business Combination with such Target. Notwithstanding anything to the contrary contained herein, (A) the Services will not include (x) any solicitation of potential investors in connection with the IPO or any Business Combination, (y) any solicitation of proxies in connection with the Business Combination; (iv) Assist Combination, or (z) any provision of M&A-related advisory services, and (B) the obligations of the Advisors to provide any of the Services or perform any other obligations imposed upon the Advisors hereunder shall be several and not joint. In the event that the Company requests that an Advisor provide any placement agent and/or M&A-related advisory services, such engagement will be set forth in trying to obtain shareholder approval for the Business Combination, including assistance with the Company's proxy statement one or tender offer materials; and (v)Assist more separate agreements between the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target. (b) As Advisor. (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 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. ("Closing"). If a proposed Business Combination is not consummated for any reason, reason during the 15-month period (or 18-month period, if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination prior to the expiration of such 15-month period) from the closing of the IPO, no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to any of the Advisors pursuant to any other agreement among such Advisor hereunder. and the Company or any Target. View More
