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 (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 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
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 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 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 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
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 meetings with Company shareholders stockholders to discuss the one or more potential Business Combination and the Combinations, including discussions of each potential Target's attributes; (iii) (ii) Introduce th...e Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iii) Assist the Company in its efforts to obtain stockholder approval, including assistance with proxy statement(s) and/or tender offer materials, 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 Business Combination or the Target. Target (the activities described in the foregoing clauses (i)-(iv), the "Services"). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder 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 to, in the aggregate, (i) 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, excluding any proceeds from the full or partial exercise of the underwriters' over-allotment option described therein (the "Over-Allotment Option"), plus (ii) 5.033333% of the gross proceeds received by the Company from the sale of its equity securities upon the full or partial exercise of the Over-Allotment Option (collectively, 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, 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. View More
Services and Fees. (a) The Advisor will, if requested by the Company: 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) and (iii) Assist the Company in trying to o...btain 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 any press releases, financial analysis, presentations, press releases analyses, presentations 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"). ("Transaction Fee"). At your discretion, up to $0.105 per unit may instead be paid to advisors that did not participate in the IPO but assist you with the Business Combination. The Transaction 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 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, no Transaction 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 Business Combination; (ii) Hold meetings with Company shareholders stockholders to discuss the one or more potential Business Combination and the Combinations, including discussions of each 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) Assist the Company in its efforts to obtain stockholder approval, including assistance with proxy statement(s) and/or tender offer materials, 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 Business Combination or the Target. Target (the activities described in the foregoing clauses (i)-(iv), the "Services"). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder 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 a cash fee equal to (i) 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, excluding any proceeds from the full or partial exercise of the underwriters' over-allotment option described therein (the "Over-Allotment Option"), plus (ii) 5.033333% of the gross proceeds received by the Company from the sale of its equity securities upon the full or partial exercise of the Over-Allotment Option (collectively, the "Fee"). The Fee is due and payable to the Advisor by wire transfer at the closing of the initial 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 other 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 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") , provided, however, that the Advisors may decline to provide the Services for a potential Business Combination in their sole and absolute discretion if they notify the Company within 10 business days following the Company's disclosure of the name of the Target to the Advisors, in which case no fee shall be due to the Advisors hereunder if the Company consummates a Business Combination with such Target. 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 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 ("Closing"), and 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. allocated as [set forth on Schedule 1]. 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 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") , provided, however, that the Advisors may decline to provide the Services for a potential Business Combination in their sole and absolute discretion if they notify the Company within 10 business days following the Company's disclosure of the name of the Target to the Advisors, in which case no fee shall be due to the Advisors hereunder if the Company consummates a Business Combination with such Target. 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 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 ("Closing"), and 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. allocated as [set forth on Schedule 1]. 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 (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 one or more potential Business Combinations, including discussions of the Business Combination and the applicable potential Target's attri...butes; (iii) Introduce (ii)Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) Assist (iii)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; Combination; and (v)Assist (iv)Assist the Company with relevant financial analysis, presentations, any press releases and and/or filings related to the Business Combination or related Target (the activities described in the Target. foregoing clauses (i)-(iv), the "Services"). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder 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 a cash fee equal to 3.5% to, in the aggregate, [[60%] [40%] of 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"). The Fee is due and payable to the Advisor by wire transfer at the closing of the initial Business Combination ("Closing"). If a proposed Business Combination is not consummated for any reason during the 18-month period beginning on the consummation of the IPO ("Fee"). (as such period may be extended), no Fee shall be due or payable to the Advisor hereunder. [Furthermore, payment of the Fee is contingent on Kyle Bransfield still being affiliated with the Advisor at the time of the Closing.] The Fee shall be exclusive of any finder's other 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 (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
