Services and Fees Clause Example from Business Contracts

Services and Fees. (a) The Advisor will: (i) Hold meetings with Company stockholders to discuss the Business Combination and the 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 trying to obtain stockholder approval for the Business Combination, including assistance with the Company's proxy statement or tender offer materials; and (iv) Assist the Company with any press releases and fi...lings 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 Advisor agrees that Northland Securities, Inc. and Odeon Capital Group LLC shall be entitled, subject to their 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. The Fee is due and payable at the closing of the Business Combination ("Closing"); provided that the Fee shall not be paid prior to the date that is 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 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