Services and Fees Clause Example from Business Contracts

Services and Fees. (a) The Advisors 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 f...ilings related to the Business Combination or the Target. (b) As compensation for the foregoing services, the Company will pay the Advisors a cash fee equal to, in the aggregate, 3.5% of the gross proceeds received by the Company in the IPO (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 Advisors pursuant to any other agreement between the Advisors and the Company or the Target. (c) 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"); 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 to the 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