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 structuring and negotiation of a definitive purchase agreement with respect to a Business Combination; (ii) Assist the Company in arranging meetings with the Company's stockholders to discuss one or more potential Business Combinations, including making calls to stockholders and providing business updates and marketing feedback, in all cases to the extent legally permissible; (iii) Introduce the Company to potential inv...estors to purchase the Company's securities in connection with the Business Combination; and (iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target (the activities described in the foregoing clauses (i) through (v), the "Services"). (b) As compensation for the Services, the Company will pay the Advisor a fee equal to 4.5% of the gross proceeds received by the Company in the IPO, but excluding any proceeds received in connection with the private placement of securities by the Company to its sponsor at the time of the IPO (the "Fee"). The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. (c) The Fee shall be payable in cash and is due and payable to the Advisor (by wire transfer, if in cash) at the closing of the Business Combination (the "Closing"); provided that the Fee shall not be paid prior to the date that is 60 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 Advisor hereunder. View More