Services and Fees Clause Example with 110 Variations from Business Contracts
This page contains Services and Fees clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Services and Fees. (a) The Advisor will, if requested by the Company: (i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target's attributes; (iii) Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) Assist the Company in trying to obtain shareholder app...roval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (v)Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target. (b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO ("Fee"). The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. (c) The Fee shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination ("Closing"); provided that the Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters' compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.View More
Variations of a "Services and Fees" Clause from Business Contracts
Services and Fees. (a) The Advisor will, if requested by the Company: (i) Assist 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 18 month period following the consummation of the IPO (as such period may be extended), no Transaction Fee shall be due or payable to the Advisor hereunder. For the avoidance of doubt, the Referral Fee shall only be payable upon consummation of the Business Combination and no Referral Fee shall be paid if the Business Combination is not consummated with a Target referred to the Company by the Advisor. View More
Services and Fees. (a) The Advisor (a)The Advisors will, if requested by 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 (ii)Hold meetings with Company shareholders to discuss the Business Combination and the Target's attributes; (iii) Introduce (iii)Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) Assi...st 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, press releases and filings related to the Business Combination or the Target. (b) Notwithstanding anything to the contrary contained in this Agreement, the services to be provided hereunder will not include: (i) Any solicitation of potential investors in connection with the IPO or Business Combination; (ii) Any valuation or appraisal of any assets or liabilities (contingent or otherwise) of the Company or of the solvency or fair value of the Company under any state or federal law relating to bankruptcy, insolvency or similar matters; or (iii) The rendering of an opinion with respect to the fairness, from a financial point of view, to the Company of the consideration to be paid by the Company in a proposed Business Combination. (c) The Company acknowledges and agrees that, prior to the provision of any services with respect to any target hereunder, each Advisor shall be entitled to first implement its internal conflicts, compliance and other internal processes to evaluate its ability to assist the Company in connection therewith. Neither Advisor shall be required to perform any services prior to completion of such processes, and it shall not be a breach of this Agreement if an Advisor determines that it is unable to provide the services with respect to any target after completion of such processes. (d) As compensation for the foregoing services, the Company will pay the Advisor Advisors a cash fee of equal to 3.5% to, in the aggregate, of 4.5% 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 Advisors 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 ("Closing") 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. Trust Account (defined below). 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 finder's fees which may become payable to the Advisors pursuant to any subsequent agreement between either of the Advisors and the Company or the 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 stockholders 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) securi...ties; (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. (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 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; attributes with Company shareholders who request such meetings; (iii) Introduce Attempt to introduce the Company to potential investors to purchase the Company's securities in connection with ...the 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, press releases and filings related to the Business Combination or the Target. Combination. (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 ("Transaction Fee"). (c) In addition to the Advisor pursuant to any other agreement between the Advisor and Transaction Fee, the Company or shall pay to Advisor a cash fee equal to 1.0% of the Target. (c) Total Consideration (as the term "Total Consideration" is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination ("Finder Fee" and together with the Transaction Fee, the "Fee"). (d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination ("Closing"); ("Closing") from the Trust Account (defined below); provided that the Finder 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. (e) For purposes of this Agreement, "Total Consideration" shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination's definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made. 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 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; 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, 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% 4.0% 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 ("Transaction Fee"). (c) In addition to the Advisor pursuant to any other agreement between the Advisor and Transaction Fee, the Company or shall pay to Advisor a cash fee equal to 1.0% of the Target. (c) Total Consideration (as the term "Total Consideration" is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination ("Finder Fee" and together with the Transaction Fee, the "Fee"). (d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination ("Closing"); ("Closing") from the Trust Account (defined below); provided that the Finder 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. (e) For purposes of this Agreement, "Total Consideration" shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination's definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made. 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 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; 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, 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 ("Transaction Fee"). (c) In addition to the Advisor pursuant to any other agreement between the Advisor and Transaction Fee, the Company or shall pay to Advisor a cash fee equal to 1.0% of the Target. (c) Total Consideration (as the term "Total Consideration" is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination ("Finder Fee" and together with the Transaction Fee, the "Fee"). (d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination ("Closing"); ("Closing") from the Trust Account (defined below); provided that the Finder 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. (e) For purposes of this Agreement, "Total Consideration" shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination's definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made. 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 stockholder approval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (v)Assist (iv)Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business Combination or the Target. (b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO ("Fee"). The Fee shall be payable in cash; provided, that, in the Company's discretion, up to 25% of the Fee may be paid (i) in shares of Class A common stock of the Company valued at $10.00 per share (the "Equity Payment") or (ii) to another advisor that is a member of FINRA that assists the Company in consummating a Business Combination. Accordingly, the Advisor must be paid cash in an amount equal to at least 75% of the Fee. The Company agrees to include any shares issued as the Equity Payment on any registration statement that it files to register securities included within or underlying that certain unit purchase option being issued to Advisor as of the date hereof in connection with the IPO. The Fee is due and payable to the Advisor by wire transfer (and by delivery of a share certificate if the Equity Payment method is selected) at the closing of the Business Combination ("Closing"). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder. The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. (c) The Fee shall be payable in cash 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 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 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. (the "Fee"). (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"); ("Closing"). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable from funds held in the Trust Account (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 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 The Fee shall be due or exclusive of any fees which may become payable to the Advisor hereunder. pursuant to any other agreement between B. Riley 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 (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 Targe...t'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 (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"). 1 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 Business Combination. (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") with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis. 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 beginning on the consummation 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. 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 shareholders its stockholders to discuss one or more potential Business Combinations, including discussions of the Business Combination and the applicable potential Target's attrib...utes; (iii) (ii) Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iii) Provide financial advisory services to assist the Company in the Company's 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 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 or Business Combination. (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") with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis. 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 beginning on the consummation 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. View More
