Services and Fees Clause Example from Business Contracts

Services and Fees. (a) The Advisor will, from time to time, upon the Company's request and in consultation with the Company: (i) Assist the Company in preparing presentations for each potential Business Combination; (ii) Assist the Company in (i) arranging meetings with Company stockholders, including making calls directly to stockholders, to discuss each potential Business Combination and each potential Target's attributes, (ii) providing regular market feedback, including written status reports, from these meeti...ngs and participate in direct interaction with stockholders, and (iii) providing financial advisory services to assist the Company in its efforts to obtain stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination, in all cases to the extent legally permissible; (iii) Introduce the Company to potential investors to purchase the Company's securities in connection with each potential Business Combination; and (iv) Assist the Company with the preparation of any press releases and/or filings related to each potential Business Combination or Target (the activities described in the foregoing clauses (i)-(iv), the "Services"). (b) As compensation for the Services, the Company will pay the Advisor a cash fee equal to 3.80% of the gross proceeds received by the Company in the IPO, or 3.76% of the gross proceeds received by the Company in the IPO if the underwriters' over-allotment option is exercised in full (the "Fee"). The Fee shall be due and payable 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. (c) The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between Canaccord and the Company or the Target. (d) Notwithstanding anything to the contrary contained herein, no portion of the Fee will be paid prior to the date that is 90 days from the effective date of the Registration Statement, unless FINRA determines that such payment would not be deemed underwriters' compensation in connection with this offering pursuant to FINRA Rule 5110(c)(3)(B)(ii). View More