Services and Fees Clause Example with 110 Variations from Business Contracts
This page contains Services and Fees clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Services and Fees. (a) The Advisor will, if requested by the Company: (i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target's attributes; (iii) Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) Assist the Company in trying to obtain shareholder app...roval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (v)Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target. (b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO ("Fee"). The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. (c) The Fee shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination ("Closing"); provided that the Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters' compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.View More
Variations of a "Services and Fees" Clause from Business Contracts
Services and Fees. (a) The Advisor will, if requested by the Company: (i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the a 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 a...pproval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (v)Assist (v) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target. Target (the activities described in the foregoing clauses (i) through (v), the "Services"). (b) As compensation for the foregoing services, Services, the Company will pay the Advisor a cash fee equal to 3.5% 3.0% of the gross proceeds received by the Company in the IPO ("Fee"). (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 Business Combination ("Closing"); (the "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. 1 3. Company Cooperation. The Company will cooperate with the Advisor 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 from time to time, upon the Company: Company's request: (i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold arranging meetings with Company shareholders its stockholders to discuss one or more potential Business Combinations, including discussions of the Business Combination and the applicable potential Target's attributes; (iii) (ii) Introduce the Compan...y 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 complete 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. (b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds of the base offering amount received by the Company in the IPO and 5.5% of the gross proceeds of the over-allotment offering amount 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. ("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 or other 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 (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) Assist (iv)Assist th...e 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. Target (vi)Provide additional investment banking, financial and capital markets advisory services as may be mutually agreed upon between the Company and the Advisor. (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"). ("Fee"); provided, that, in the Company's sole discretion, up to 35% of the Fee may be paid to another advisor that is a member of FINRA that assists the Company in consummating a Business Combination. The Advisor agrees that BTIG, LLC shall be entitled, subject to its performance of similar services as described herein (as determined jointly by the Company and Advisor), to the percentage of the Fee set forth in Annex I hereto after giving effect to any reduction as a result of the immediately preceding proviso. The Fee is due and payable by wire transfer 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 hereunder. The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other subsequent 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. Company. View More
Services and Fees. (a) The Advisor will, if requested by the Company: will undertake all commercially reasonable efforts to: (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 obtain shareholder approval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (v)Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business Combination or the Target. (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"). ($5,250,000 or up to $6,037,500 if, as further described in the Registration Statement, the underwriters' over-allotment option is exercised in full) (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 Business Combination ("Closing"); provided that the Fee shall not be paid prior to the date that is 60 90 days from the effective date of the Registration 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 to the Advisor 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 undertake all commercially reasonable efforts to: (i)Hold meetings with Company shareholders 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 Busi...ness Combination; (iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (v)Assist (iii)Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business Combination or the Target. (b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO ("Fee"). ($4,375,000 or up to $5,031,250 if, as further described in the Registration Statement, the underwriters' over-allotment option is exercised in full) (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 Business Combination ("Closing"); provided that the Fee shall not be paid prior to the date that is 60 90 days from the effective date of the Registration 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 to the Advisor hereunder. View More
Services and Fees. (a) The Advisor will, if If requested by the Company: Company, the Advisor will: (i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target's attributes; (iii) (ii) Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iv) securities; and (ii...i) 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 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 $4,600,000 ("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 the Company or the Target. 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 (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 (b)As compensation for the foregoing services, the Company will pay the Advisor Advisors a cash fee equal to 3.5% of 2.5% of the gross proceeds received by the Company in the IPO ("Fee"). (the "Fee"). The Company will allocate 95% of the Fee to Ladenburg and 5% of the Fee to I-Bankers. The Fee shall be payable in cash and is due and payable to the Advisors by wire transfer at the closing of the Business Combination ("Closing") from the Trust Account (defined below). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any finder's fees which may become payable to the Advisor Advisors pursuant to any other subsequent agreement between the Advisor and the Company or the Target. (c) The (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"); ("Closing") from the Trust Account (defined below); provided that the Fee shall not be paid prior to the date that is 60 90 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 Advisors hereunder. [•], 2021 Page 2 2. Expenses. At the Closing, the Company shall reimburse the Advisors up to $20,000 for its reasonable and documented costs and expenses incurred (including its reasonable fees and disbursements of counsel) in connection with the performance of its services hereunder; provided, however, all expenses in excess of $5,000 in the aggregate shall be subject to the Company's prior written approval, which approval will not be unreasonably withheld. Reimbursable expenses shall be due and payable to the Advisors by wire transfer at the Closing from the Trust Account. View More
Services and Fees. (a) The Advisor Advisors will, from time to time, if requested by 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 meetings with Company shareholders stockholders 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 Busin...ess Combination; (iv) 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 (v) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target. 1 Notwithstanding anything to the contrary contained herein, (A) the Advisors' services will not include (x) any solicitation of potential investors in connection with the Business Combination, or (y) any solicitation of proxies in connection with the Business Combination, and (B) the obligations of the Advisors to provide any of the above services described under Section 1(a)(i)-(v) 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 other services in support of the Business Combination, such engagement will be set forth in one or more separate agreements between the Company and the Advisor. (b) As compensation for the foregoing services, the Company will pay the Advisor Advisors 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 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. underwriters' over-allotment option described therein ("Transaction Fee") allocated as set forth on Schedule 1 hereto. (c) The Transaction 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"); ("Closing") from the Trust Account (as defined below); provided that the Transaction Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters' compensation under FINRA Rule 5110.01 in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor Advisors hereunder. 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 stockholder 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% of the total gross proceeds received by raised in the IPO ("Fee"); provided, that up to 30% of the Fee may be allocated at the sole discretion of the Company to one or more other advisors that assist the Company in the IPO ("Fee"). identifying or consummating a Business Combination. 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. 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. View More
