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: 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) (iii) Assist the Company in tr...ying 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 Advisor agrees that Northland Securities, Inc. and Odeon Capital Group LLC shall be exclusive entitled, subject to their performance of any finder's fees which may become payable similar services as described herein (as determined jointly by the Company and Advisor), to the Advisor pursuant to any other agreement between percentage of the Advisor and the Company or the Target. (c) Fee set forth in Annex I hereto. 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 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 hereunder. The Fee shall be exclusive of any finder's fees which may become payable to the Advisor hereunder. or other underwriters of the IPO pursuant to any other agreement between the Advisor or other underwriter of the IPO and the Company or the Target. View More
Services and Fees. (a) The Advisor will, if requested by the Company: Advisors 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) (iii) Assist the Comp...any 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 Advisors a cash fee equal to to, in the aggregate, 3.5% of the gross proceeds received by the Company in the IPO ("Fee"). (the "Fee"). The Company will allocate 75% of the Fee to LifeSci and 25% of the Fee to Ladenburg. The Fee shall be exclusive of any finder's fees which may become payable to the Advisor Advisors pursuant to any other agreement between the Advisor Advisors 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 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 hereunder. Advisors hereunder 2. Expenses. At the Closing, the Company shall reimburse the Advisors for all reasonable costs and expenses incurred by the Advisors (including reasonable fees and disbursements of counsel) in connection with the performance of its services hereunder up to a maximum of $20,000. View More
Services and Fees. (a) The Advisor will, if will perform those services, in accordance with its customary practices, in connection with a Business Combination as it customarily performs in connection with similar transactions as may be reasonably requested by the Company: Company, including without limitation: (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 who might 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"); provided, that, in the Company's sole discretion, up to 25% of the Fee shall may be exclusive of any finder's fees which may become payable paid to the Advisor pursuant to any other agreement between the Advisor and FINRA members that assist the Company or the Target. in consummating a Business Combination. (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 ("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 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 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; 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 of 3.5% of the gross proceeds received by the Company in the IPO ("Fee"). ("Fee"); provided, that up to 28.5714% of the Fee (representing 1% of the gross proceeds received by the Company in the IPO) may be allocated at the sole discretion of the Company to one or more other advisors that assist the Company in identifying and 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. 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 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 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... the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; securities; 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% 4% of the gross proceeds received by from the IPO ("Fee"). ; provided that up to 25% of the Fee may be allocated at the Company's sole discretion to one or more advisors that assist the Company in the IPO ("Fee"). identifying and consummating an initial 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. 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 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 (iii)A...ssist 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 exclusive ("Transaction Fee"). In addition, the Company will pay the Advisor a 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 that the Advisor introduced to the Advisor pursuant to any other agreement between the Advisor Company ("Finder's Fee"). The Transaction Fee and the Company or the Target. (c) The Finder's Fee shall (if applicable) will be due and 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 Transaction Fee or Finder's Fee shall be due or payable to the Advisor hereunder. The Transaction Fee and the Finder's Fee shall be exclusive of any other fees which may become expressly 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 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 (iii)A...ssist 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. Notwithstanding anything to the contrary contained herein, the services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO. (b) As compensation for the foregoing services, 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 discretion, up to 50% of the Fee may be paid to other underwriters in the IPO or other FINRA members that assist the Company in consummating a Business Combination. Accordingly, the Advisor will be paid no less than an amount equal to at least 50% of the Fee. The Fee is due and payable to the Advisor 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 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 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 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)As...sist 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, 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"). ("Fee") provided, that, in the Company's discretion, a portion of the Fee equal to 1% of the gross proceeds of the IPO may be paid to another advisor that is a member of FINRA (or exempt from FINRA requirements) that assists the Company in 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. 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 will: (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 Business Combination; (iv) Assist (iii)Assist the Com...pany 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, 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"). ("Fee"); provided, that, in the Company's discretion, up to 33% of the Fee may be paid to other third parties who are investment banks or financial advisory firms not participating in this offering that assist the Company in consummating a Business Combination. 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. 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 a 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 business updates and marketing feedback, in all cases to the Business Combination and t...he 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; 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. 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% 4.5% of the gross proceeds received by the Company in the IPO, but excluding any proceeds received in connection with the private placement of securities by the Company to its sponsor at the time of 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 (by wire transfer transfer, if in cash) 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. View More