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 Advisors will, if requested by from time to time, upon the Company's request and in consultation with the Company: (i) Assist (i)Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold arranging meetings with Company shareholders its stockholders to discuss the one or more potential Business Combinations, including making calls directly to stockholders to discuss each potential Busine...ss Combination and each potential Target's attributes and providing regular marketing feedback, including written status reports, from these meetings and participate in direct interaction with stockholders, in all cases to the Target's attributes; (iii) Introduce extent legally permissible; (ii)Assist the Company in preparing presentations to be used with the Company's stockholders for each potential Business Combination; (iii)Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) Assist (iv)Provide financial advisory services to assist the Company in trying the Company's efforts to obtain shareholder any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination, including assistance with the Company's proxy statement or tender offer materials; and Combination; (v)Assist the Company with relevant financial analysis, presentations, any press releases and and/or filings related to the Business Combination or related Target; and (vi)Assist the Target. Company with any other reasonable marketing services as may be customary and appropriate in connection with the Company's consummation of a Business Combination (the activities described in the foregoing clauses (i)-(vi), the "Services"). (b) As compensation for the foregoing services, Services, the Company will pay the Advisor Advisors a cash fee equal to to, in the aggregate, 3.5% of the gross proceeds received by the Company in from the IPO ("Fee"). sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriters' over-allotment option described therein (the "Fee"). The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. (c) The Fee shall be payable in cash and is due and payable to the Advisor Advisors by wire transfer at the closing of the initial Business Combination ("Closing"); provided that ("Closing"), and shall be allocated as agreed to among the Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters' compensation in connection with the IPO. Advisors. If a proposed Business Combination is not consummated for any reason, reason during the 21-month period from the closing of the IPO (as such period may be extended), no Fee shall be due or payable to the Advisor Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target. 1 2. Expenses. At the Closing, the Company shall reimburse the Advisors for all reasonable costs and expenses incurred by the Advisors (excluding any fees and disbursements of counsel) in connection with the performance of the Services hereunder; provided, however, that all expenses in excess of $5,000 in the aggregate shall be subject to the Company's prior written approval, which approval shall not be unreasonably withheld. View More
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 (i) arranging meetings with Company shareholders stockholders, including making calls directly to stockholders, to discuss the each potential Business Combi...nation and each potential Target's attributes, (ii) providing regular market feedback, including written status reports, from these meetings and participate in direct interaction with stockholders, and (iii) providing financial advisory services to assist the Target's attributes; Company in its efforts to obtain stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination, in all cases to the 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 and/or 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% 3.80% of the gross proceeds received by the Company in the IPO, or 3.76% of the gross proceeds received by the Company in the IPO ("Fee"). if the underwriters' over-allotment option is exercised in full (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 Canaccord 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 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 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 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 5110.01(b)(2). View More
Services and Fees. (a) The Advisor will, if requested by the Company: Company, perform one or more of the following services (the "Services"): (i) Assist the Company in the transaction structuring and negotiation of negotiating a definitive purchase agreement with respect to the Business Combination; (ii) Hold Assist the Company in arranging meetings with Company shareholders the Company's stockholders to discuss one or more potential Business Combinations, including making calls to stockholders and providing busi...ness updates and marketing feedback, in all cases to the Business Combination and the Target's attributes; extent legally permissible; (iii) Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) and (v) 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, press releases and filings related to the Business Combination or the Target. Notwithstanding anything to the contrary contained herein, the Advisor's services will not include any solicitation of proxies in connection with the Business Combination. (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 shall be exclusive including any proceeds from the full or partial exercise of the underwriters' over-allotment option described in the Registration Statement, but excluding any finder's fees which may become payable proceeds received in connection with the private placement of securities by the Company at or prior to the Advisor pursuant to any other agreement between time of the Advisor and the Company or the Target. (c) IPO (the "Fee"). 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"); (the "Closing") from the Trust Account (as defined below); 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. 1 2. Company Cooperation. The Company will cooperate with the Advisor in the performance by the Advisor of its obligations hereunder including, but not limited to, providing to the Advisor and its counsel, on a timely basis, all documents and information regarding the Company and Target that the Advisor may reasonably request or that are otherwise relevant to the Advisor's performance of its obligations hereunder (collectively, the "Information"); making the Company's management, auditors, consultants and advisors available to the Advisor; and, using commercially reasonable efforts to provide the Advisor with reasonable access to the management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly notify the Advisor of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably be considered material to the Advisor's engagement hereunder. View More
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 approval for the Business Combination, Combination or in minimizing the number of tenders in a tender offer, 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% 3% of the gross proceeds received by the Company in of 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. ("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 either of the Company or the Target. 1 (c) Notwithstanding the foregoing, the Fee will be reduced by an amount equal to 2% of the dollar amount of purchases of the Company's ordinary shares by investors introduced to the Company by its sponsor, officers, directors or their affiliates following announcement by the Company of a proposed initial Business Combination, where such investors hold the purchased ordinary shares through the vote on such Business Combination and do not seek conversion of their shares in connection with such proposed Business Combination; provided, however, that the Fee will not be reduced by more than $500,000. 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 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"). 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 12-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. View More
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 approval for the Business Combination, Combination or in minimizing the number of tenders in a tender offer, 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. 1 (b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% 3% of the gross proceeds received by the Company in of 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. ("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 either of the Company or the Target. (c) Notwithstanding the foregoing, the Fee will be reduced by an amount equal to 2% of the dollar amount of purchases of the Company's ordinary shares by investors introduced to the Company by its sponsor, officers, directors or their affiliates following announcement by the Company of a proposed initial Business Combination, where such investors hold the purchased ordinary shares through the vote on such Business Combination and do not seek conversion of their shares in connection with such proposed Business Combination; provided, however, that the Fee will not be reduced by more than $500,000. View More
Services and Fees. (a) The Advisor will, if If requested by the Company: (i) Assist Company, the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold Advisor 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 securities; (iii)Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; statement; 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. 1 (b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% 4.0% of the total gross proceeds received by the Company raised in the IPO including from exercise of the underwriters' over-allotment option ("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 cash; provided, that, in the Company's discretion, up to 25% of the Fee may be paid in ordinary shares 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 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 preparing presentations for and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold arranging meetings with Company shareholders to discuss the one or more potential Business Combination Combinations and the applicable potential Target's attributes; (iii) Introduce a...ttributes, including by providing regular market feedback and written status reports from such meetings; (ii)Introduce the Company to potential investors to purchase the Company's publicly-traded securities in after-market transactions in connection with the Business Combination; (iv) Assist Combination and any post-IPO financing; (iii)Provide financial advisory services to assist the Company in trying the Company's efforts to obtain any shareholder approval for one or more Business Combinations, including by participating in direct interaction with such shareholders, 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, the preparation of any press releases and filings related to the each Business Combination or 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 or any Business Combination. Other than as described above, 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 one or more separate agreements between the Company and the Advisor. 1 (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 during the IPO, including any proceeds from the full or partial exercise of the underwriters' over-allotment option described therein (the "Fee"). Notwithstanding the above, up to 1.0% of the 3.5% of the gross proceeds may be used by the Company in its sole discretion to pay other advisors for assistance with the Business Combination; provided, however, that if the Company engages no other advisors, then the full amount of the Fee shall be paid to Cowen. 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 24-month period from the closing of the IPO ("Fee"). (as such period may be extended pursuant to the Company's amended and restated memorandum and articles of association), 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 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 Business Com...bination; (iv) Assist (iii)Assist the Company in trying to obtain shareholder approval for complete 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 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