Services and Fees Clause Example from Business Contracts

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 stockholders 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 stockholder 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 4.0% of the gross proceeds received by the Company in the IPO including any proceeds from the full or partial exercise of the underwriters' over-allotment option described in the Registration Statement ("Fee"). 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") from the Trust Account (as defined below); provided that the Transaction Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless such payment would not be deemed underwriters' compensation under FINRA Rule 5110.01 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. 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