Services and Fees Clause Example from Business Contracts

Services and Fees. (a) The Advisors will, from time to time, upon the Company's request and in consultation with the Company: (i) Hold meetings with Company stockholders to discuss one or more potential Business Combinations, including discussions of each potential Target's attributes; (ii) Introduce the Company to potential investors to purchase the Company's securities in connection with the Business Combination; (iii) Assist the Company in its efforts to obtain stockholder approval, including assistance with pr...oxy statement(s) and/or tender offer materials, for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to the Business Combination or the Target (the activities described in the foregoing clauses (i)-(iv), the "Services"). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO. (b) As compensation for the Services, the Company will pay the Advisors a cash fee equal to, in the aggregate, (i) 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, excluding any proceeds from the full or partial exercise of the underwriters' over-allotment option described therein (the "Over-Allotment Option"), plus (ii) 5.033333% of the gross proceeds received by the Company from the sale of its equity securities upon the full or partial exercise of the Over-Allotment Option (collectively, the "Fee"). The Fee is due and payable to the Advisors by wire transfer at the closing of the initial Business Combination ("Closing") and shall be allocated as agreed to among the Advisors. 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 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