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 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 stockholders, including making calls directly to stockholders, 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 stockholders, 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 equal to 3.5% of the gross proceeds received by of the Company in IPO. The Fee shall be due and payable at the IPO ("Fee"). 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 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 these clauses (i)-(iv), the "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, (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. 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") 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 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 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; (ii) Hold meetings wi...th Company shareholders to discuss the Business Combination and the Target's attributes; (iii) Introduce extent legally permissible; (ii)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"). Notwithstanding anything to the contrary contained herein, 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. In the event that the Company requests that the 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. Advisor. (b) As compensation for the foregoing services, Services, the Company will pay the Advisor a cash fee equal to to, in the aggregate, 3.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement in connection with 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 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 pursuant to the Company's amended and restated certificate of incorporation) from the closing of the IPO, no Fee shall be due or payable to the Advisor hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisor pursuant to any other agreement among the Advisor and the Company or any Target. 1 2. Expenses. At the Closing, the Company shall reimburse the Advisor for all reasonable and documented costs and out-of-pocket expenses incurred by the Advisor (including reasonable and documented fees and disbursements of outside counsel) in connection with the performance of the Services hereunder; provided, however, that such expenses shall not exceed $25,000 in the aggregate without the prior written consent of the Company. 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 the Target. foregoing clauses (i)-(iv), the "Services"). Notwithstanding anything to the contrary contained herein, 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. (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 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 by of the Company in IPO. The Fee shall be due and payable at the IPO ("Fee"). 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 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 (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; (ii) ...Hold meetings with Company shareholders to discuss the Business Combination and the Target's attributes; (iii) Introduce extent legally permissible; (ii)Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) Assist any post-IPO financing; (iii)Provide financial advisory services to assist the Company in trying its 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; Combination; and (v)Assist (iv)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. (b) "Services"). Notwithstanding anything to the contrary contained herein, 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. 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 one or more separate agreements between the Company and the Advisor(s). 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"). The 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"), which Fee shall be exclusive of any finder's fees which may become payable to the allocated as follows: Advisor pursuant to any other agreement between the Advisor and the Company or the Target. (c) Allocation US Tiger Securities, Inc. 80% R.F. Lafferty & Co., Inc. 20% 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 under FINRA Rule 5110.01 in connection with the IPO. If a proposed Business Combination is not consummated for any reason, reason during the 18-month period (as such period may be extended) from the closing of the IPO, 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 among the Advisors and the Company or any Target. 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 and 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"). 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'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 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"). Notwithstanding anything to the contrary contained herein, 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. In the event that the Company requests that any 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. such 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 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 to the Advisors pro rata to the IPO ("Fee"). economics. 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 24-month period (as such period may be extended) from the closing of the IPO, 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 among the Advisors 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 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% 4.5% of the gross proceeds received by of the Company in IPO. The Fee shall be due and payable at the IPO ("Fee"). 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 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% of the gross proceeds received by of the Company in IPO. The Fee shall be due and payable at the IPO ("Fee"). 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