Services Clause Example with 5 Variations from Business Contracts
This page contains Services clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Services. (a) The Placement Agent shall offer participation in the Offering to its clients and other persons with whom the Placement Agent or the Company or any of their respective officers, directors, employees or affiliates has a pre-existing business relationship and that the Placement Agent reasonably believes are "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Any such potential investor in the Offering, in...cluding entities controlled by or advised by the Placement Agent and their respective affiliates, that is first introduced to the Company by the Placement Agent shall be considered a qualified investor (collectively, the "Qualified Investors"). A list of Qualified Investors will be provided to the Company within five (5) business days of the final closing of the Offering and it is expressly understood that Placement Agent will only contact those institutions which have been preapproved by the Company which approval will not be unreasonably withheld. (b) The Company shall be responsible for (i) the Registration Statement, as well as the relevant subscription documents or securities purchase agreement (the "Transaction Documents"), and related investment materials to be used in connection with the Offering; and the Placement Agent shall be responsible for (i) organizing, obtaining facilities for, and conducting one or more investor presentations and (ii) providing other services reasonably related to serving as the Placement Agent for the Company in connection with the Offering. (c) The Company shall (1) make members of management and other employees available to the Placement Agent as the Placement Agent shall reasonably request for purposes of satisfying the Placement Agent's due diligence requirements and consummating the Offering; (2) make its Chief Executive Officer, Chief Financial Officer and other key management members available to attend a reasonable number of investor presentations, as recommended by the Placement Agent; and (3) commit such time and other resources as are reasonably necessary or appropriate to support the Placement Agent in its efforts to secure the reasonable and timely success of the Offering. The Company shall cooperate with the Placement Agent in connection with, and shall make available to the Placement Agent such documents and other information as the Placement Agent shall reasonably request in order to satisfy, its due diligence requirements, subject to any applicable confidentiality requirements. (d) The Placement Agent acknowledges that (i) the Company may determine, in its sole discretion, whether to accept an offer of subscription to the Offering by a Qualified Investor and (ii) the Company is not obligated to compensate the Placement Agent for such offered subscriptions to the Company that the Company does not accept. (e) The Company acknowledges that the Placement Agent may engage one or more sub-agents (each a "Sub-Agent"), reasonably acceptable to the Company, to assist the Placement Agent in the placement of the Securities. Each Sub-Agent will be assigned a portion of the Cash Fee and Equity Compensation (as each is defined below) otherwise payable to the Placement Agent, in the amounts, and on the terms set forth in an agreement between the Placement Agent and Sub-Agent and for which amounts shall be paid to the Sub-Agent by the Placement Agent.View More
Variations of a "Services" Clause from Business Contracts
Services. (a) The Placement Agent shall offer participation assist the Company in identifying one or more suitable entities willing and able to make available to the Offering Company a working capital line of credit (whether one or several lenders, collectively referred to its clients and other persons with whom herein as the "Lender"), which Lender the Placement Agent or the Company or any of their respective officers, directors, employees or affiliates has a pre-existing business relationship and that t...he Placement Agent shall reasonably believes are believe is an "accredited investors" investor" as defined in Rule 501 of by Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Any such potential investor in the Offering, including entities controlled by or advised by the Placement Agent and their respective affiliates, that is first introduced to the Company by the Placement Agent shall be considered a qualified investor (collectively, the "Qualified Investors"). A list of Qualified Investors will be provided to the Company within five (5) business days of the final closing of the Offering and it is expressly understood that Placement Agent will only contact those institutions which have been preapproved by the Company which approval will not be unreasonably withheld. (b) The Company shall be responsible for (i) the Registration Statement, as well as the relevant subscription documents or securities purchase agreement (the "Transaction Documents"), and related investment materials to be used in connection with the Offering; and the Placement Agent shall be responsible for (i) organizing, obtaining facilities for, advising the Company concerning strategy and conducting structure; (ii) organizing one or more investor meetings and/or presentations presentations between the Company and the potential Lender or Lenders; and (ii) providing other services reasonably related to serving as the exclusive Placement Agent for the Company in connection with securing the Offering. (c) Credit Facility. (b) The Company shall (1) make members of management and other employees available to the Placement Agent as the Placement Agent shall reasonably request for purposes of satisfying the Placement Agent's and the Lender's due diligence requirements and consummating the Offering; (2) make its Chief Executive Officer, Chief Financial Officer Credit Facility and other key management members available to attend a reasonable number of investor presentations, as recommended by the Placement Agent; and (3) shall commit such time and other resources as are reasonably necessary or appropriate to support the Placement Agent in its efforts to secure the reasonable and timely success of the Offering. Credit Facility. The Company shall cooperate with the Placement Agent in connection with, and shall make available to the Placement Agent Agent, such documents and other information as the Placement Agent shall reasonably request in order to satisfy, satisfy its due diligence requirements, requirements or to assist it in identifying a potential Lender, subject to any applicable confidentiality requirements. (d) The Company agrees that the Placement Agent may rely upon the accuracy and completeness of the information that the Company provides to it without independent verification. (c) The Placement Agent acknowledges that (i) the Company may determine, in its sole discretion, whether to accept an offer of subscription to the Offering by from a Qualified Investor potential Lender; and (ii) the Company is not obligated to compensate the Placement Agent for such offered subscriptions to other than in connection with a consummated transaction in which the Company that the Company does not accept. (e) The Company acknowledges that Lender introduced by the Placement Agent may engage one commits to loan the Company working capital under credit facility agreement (or similar operative agreement or more sub-agents (each a "Sub-Agent"), reasonably acceptable to the Company, to assist the Placement Agent in the placement of the Securities. Each Sub-Agent will be assigned a portion of the Cash Fee and Equity Compensation (as each is defined below) otherwise payable to the Placement Agent, in the amounts, and on the terms set forth in an agreement instrument) between the Placement Agent Company and Sub-Agent and for which amounts shall be paid to the Sub-Agent by the Placement Agent. Lender. View More
Services. (a) The Placement Agent Agent(s) shall offer participation in the Offering to its clients and other persons with whom the Placement Agent Agent(s) or the Company or any of their respective officers, directors, employees or affiliates has a pre-existing business relationship and that the Placement Agent Agent(s) reasonably believes are "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). "Act"). Any such pot...ential investor in the Offering, including entities controlled by or advised by the Placement Agent Agent(s) and their respective affiliates, that is first introduced to the Company by the Placement Agent Agent(s) shall be considered a qualified investor (collectively, the "Qualified Investors"). A list of Qualified Investors will be provided to the Company within five (5) business days of the final closing of the Offering and it is expressly understood that Placement Agent Agent(s) will only contact those institutions which have been preapproved by the Company which approval will not be unreasonably withheld. (b) The Company shall be responsible for (i) the Registration Statement, as well as the relevant subscription documents or securities purchase agreement (the "Transaction Documents"), and related investment materials to be used in connection with the Offering; and the Placement Agent Agent(s) shall be responsible for (i) organizing, obtaining facilities for, and conducting one or more investor presentations and (ii) providing other services reasonably related to serving as the Placement Agent Agent(s) for the Company in connection with the Offering. (c) The Company shall (1) make members of management and other employees available to the Placement Agent Agent(s) as the Placement Agent Agent(s) shall reasonably request for purposes of satisfying the Placement Agent's Agent(s)'s due diligence requirements and providing assistance in consummating the Offering; (2) make its Chief Executive Officer, Chief Financial Officer and other key management and sales members available to attend a reasonable number of investor presentations, as recommended by the Placement Agent; Agent(s); and (3) commit such time and other resources as are reasonably necessary or appropriate to support the Placement Agent Agent(s) in its efforts to secure the reasonable and timely success of the Offering. The Company shall cooperate with the Placement Agent Agent(s) in connection with, with and shall make available to the Placement Agent Agent(s) such documents and other information as the Placement Agent Agent(s) shall reasonably request in order to satisfy, its due diligence requirements, subject to any applicable confidentiality requirements. (d) The Placement Agent Agent(s) acknowledges that (i) the Company may determine, in its sole discretion, whether to accept an offer of subscription to the Offering by a Qualified Investor and (ii) the Company is not obligated to compensate the Placement Agent Agent(s) for such offered subscriptions to the Company that the Company does not accept. (e) The Company acknowledges that the Placement Agent Agent(s) may engage one or more sub-agents (each a "Sub-Agent"), reasonably acceptable to the Company, to assist the Placement Agent Agent(s) in the placement of the Securities. Each Sub-Agent will be assigned a portion of the Cash Fee and Equity Compensation (as each is defined below) otherwise payable to the Placement Agent, Agent(s), in the amounts, and on the terms set forth in an agreement between the Placement Agent Agent(s) and Sub-Agent Sub-Agent(s) and for which amounts shall be paid to the Sub-Agent Sub-Agent(s) by the Placement Agent(s). 1 2. Compensation Payable to the Placement Agent(s). (a) The Company shall, at each closing of the Offering (each a "Closing"), as compensation for the services provided by the Placement Agent(s) hereunder, pay the Placement Agent(s) a cash commission equal to seven (7%) percent of the gross proceeds received by the Company from Qualified Investors from such closing (the "Cash Fee") as a direct result of the selling efforts and introductions of each respective Placement Agent. (b) At the final Closing of an of the sale of shares of the Company's Series A Preferred Stock, the Placement Agent(s) shall be entitled to receive a warrant to purchase a number of shares of the Company's Series A Preferred Stock ("PA Warrants"), equal to 7% of the number of shares of Series A Preferred Stock sold in the Offering as a direct result of the selling efforts and introductions of each respective Placement Agent, during the period of thirty-six (36) months from the final Closing of the Offering an exercise price of $26.00 per share of Series A Preferred Stock. The Placement Agent(s) may assign PA Warrants to Sub-Agents, or other designees, so long as such designees are accredited investors and execute such certificates reasonably requested by the Company to ensure compliance with applicable securities laws. View More
Services. (a) The Placement Agent Agent(s) shall offer participation in the Offering to its clients and other qualified persons with whom the Placement Agent Agent(s) or the Company or any of their respective officers, directors, employees or affiliates has a pre-existing business relationship and that the Placement Agent Agent(s) reasonably believes are "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Any such p...otential investor in the Offering, including entities controlled by or advised by the Placement Agent and their respective affiliates, that is first introduced considered to the Company by the Placement Agent shall be considered a qualified investor (collectively, the "Qualified Investors"). A list of Qualified Investors will be provided to the Company within five (5) business days of the final closing of the Offering and it is expressly understood that Placement Agent Agent(s) will only contact those institutions which have been preapproved by the Company which approval will not be unreasonably withheld. (b) The Company shall be responsible for (i) the Registration Statement, as well as the relevant subscription documents or securities purchase agreement (the "Transaction Documents"), and related investment materials to be used in connection with the Offering; and the Placement Agent Agent(s) shall be responsible for (i) organizing, obtaining facilities for, and conducting one or more investor presentations and (ii) providing other services reasonably related to serving as the Placement Agent Agent(s) for the Company in connection with the Offering. (c) The Company shall (1) make members of management and other employees available to the Placement Agent Agent(s) as the Placement Agent Agent(s) shall reasonably request for purposes of satisfying the Placement Agent's Agent(s)'s due diligence requirements and providing assistance in consummating the Offering; (2) make its Chief Executive Officer, Chief Financial Officer and other key management and sales members available to attend a reasonable number of investor presentations, as recommended by the Placement Agent; Agent(s); and (3) commit such time and other resources as are reasonably necessary or appropriate to support the Placement Agent Agent(s) in its efforts to secure the reasonable and timely success of the Offering. The Company shall cooperate with the Placement Agent Agent(s) in connection with, with and shall make available to the Placement Agent Agent(s) such documents and other information as the Placement Agent Agent(s) shall reasonably request in order to satisfy, its due diligence requirements, subject to any applicable confidentiality requirements. (d) The Placement Agent Agent(s) acknowledges that (i) the Company may determine, in its sole discretion, whether to accept an offer of subscription to the Offering by a Qualified Investor and (ii) the Company is not obligated to compensate the Placement Agent Agent(s) for such offered subscriptions to the Company that the Company does not accept. (e) The Company acknowledges that the Placement Agent Agent(s) may engage one or more sub-agents (each a "Sub-Agent"), reasonably acceptable to the Company, to assist the Placement Agent Agent(s) in the placement of the Securities. Each Sub-Agent will be assigned a portion of the Cash Fee and Equity Compensation (as each is defined below) otherwise payable to the Placement Agent, Agent(s), in the amounts, and on the terms set forth in an agreement between the Placement Agent Agent(s) and Sub-Agent Sub-Agent(s) and for which amounts shall be paid to the Sub-Agent Sub-Agent(s) by the Placement Agent. Agent(s). 1 2. Compensation Payable to the Placement Agent(s). The Company shall, at each closing of the Offering (each a "Closing"), as compensation for the services provided by the Placement Agent(s) hereunder, pay the Placement Agent(s) : (i) a cash commission equal to seven (7%) percent of the gross proceeds received by the Company from Qualified Investors from such closing (the "Cash Fee") as a direct result of the selling efforts and introductions of each respective Placement Agent ; and (ii) issue Class A Warrants to each such Placement Agent (the "Class A Warrants" or "Placement Agent Warrants") exercisable to purchase a number of Units including shares and Class A Warrants equal to 7% of the number of Units sold in the Offering as a direct result of the selling efforts and introductions of each respective Placement Agent and a Placement Agent Warrant exercise price of $4.60. View More
Services. (a) The Placement Agent Agent(s) shall offer participation in the Offering to its clients and other qualified persons with whom the Placement Agent Agent(s) or the Company or any of their respective officers, directors, employees or affiliates has a pre-existing business relationship and that the Placement Agent Agent(s) reasonably believes are "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Any such p...otential investor in the Offering, including entities controlled by or advised by the Placement Agent and their respective affiliates, that is first introduced considered to the Company by the Placement Agent shall be considered a qualified investor (collectively, the "Qualified Investors"). A list of Qualified Investors will be provided to the Company within five (5) business days of the final closing of the Offering and it is expressly understood that Placement Agent Agent(s) will only contact those institutions which have been preapproved by the Company which approval will not be unreasonably withheld. (b) The Company shall be responsible for (i) the Registration Statement, as well as the relevant subscription documents or securities purchase agreement (the "Transaction Documents"), and related investment materials to be used in connection with the Offering; and the Placement Agent Agent(s) shall be responsible for (i) organizing, obtaining facilities for, and conducting one or more investor presentations and (ii) providing other services reasonably related to serving as the Placement Agent Agent(s) for the Company in connection with the Offering. (c) The Company shall (1) make members of management and other employees available to the Placement Agent Agent(s) as the Placement Agent Agent(s) shall reasonably request for purposes of satisfying the Placement Agent's Agent(s)'s due diligence requirements and providing assistance in consummating the Offering; (2) make its Chief Executive Officer, Chief Financial Officer and other key management and sales members available to attend a reasonable number of investor presentations, as recommended by the Placement Agent; Agent(s); and (3) commit such time and other resources as are reasonably necessary or appropriate to support the Placement Agent Agent(s) in its efforts to secure the reasonable and timely success of the Offering. The Company shall cooperate with the Placement Agent Agent(s) in connection with, with and shall make available to the Placement Agent Agent(s) such documents and other information as the Placement Agent Agent(s) shall reasonably request in order to satisfy, its due diligence requirements, subject to any applicable confidentiality requirements. (d) The Placement Agent Agent(s) acknowledges that (i) the Company may determine, in its sole discretion, whether to accept an offer of subscription to the Offering by a Qualified Investor and (ii) the Company is not obligated to compensate the Placement Agent Agent(s) for such offered subscriptions to the Company that the Company does not accept. 1 (e) The Company acknowledges that the Placement Agent Agent(s) may engage one or more sub-agents (each a "Sub-Agent"), reasonably acceptable to the Company, to assist the Placement Agent Agent(s) in the placement of the Securities. Each Sub-Agent will be assigned a portion of the Cash Fee and Equity Compensation (as each is defined below) otherwise payable to the Placement Agent, Agent(s), in the amounts, and on the terms set forth in an agreement between the Placement Agent Agent(s) and Sub-Agent Sub-Agent(s) and for which amounts shall be paid to the Sub-Agent Sub-Agent(s) by the Placement Agent. Agent(s). View More
Services. (a) The Placement Agent Agent(s) shall offer participation in the Offering to its clients and other qualified persons with whom the Placement Agent Agent(s) or the Company or any of their respective officers, directors, employees or affiliates has a pre-existing business relationship and that the Placement Agent Agent(s) reasonably believes are "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Any such p...otential investor in the Offering, including entities controlled by or advised by the Placement Agent and their respective affiliates, that is first introduced considered to the Company by the Placement Agent shall be considered a qualified investor (collectively, the "Qualified Investors"). A list of Qualified Investors will be provided to the Company within five (5) business days of the final closing of the Offering and it is expressly understood that Placement Agent Agent(s) will only contact those institutions which have been preapproved by the Company which approval will not be unreasonably withheld. (b) The Company shall be responsible for (i) the Registration Statement, as well as the relevant subscription documents or securities purchase agreement (the "Transaction Documents"), and related investment materials to be used in connection with the Offering; and the Placement Agent Agent(s) shall be responsible for (i) organizing, obtaining facilities for, and conducting one or more investor presentations and (ii) providing other services reasonably related to serving as the Placement Agent Agent(s) for the Company in connection with the Offering. (c) The Company shall (1) make members of management and other employees available to the Placement Agent Agent(s) as the Placement Agent Agent(s) shall reasonably request for purposes of satisfying the Placement Agent's Agent(s)'s due diligence requirements and providing assistance in consummating the Offering; (2) make its Chief Executive Officer, Chief Financial Officer and other key management and sales members available to attend a reasonable number of investor presentations, as recommended by the Placement Agent; Agent(s); and (3) commit such time and other resources as are reasonably necessary or appropriate to support the Placement Agent Agent(s) in its efforts to secure the reasonable and timely success of the Offering. The Company shall cooperate with the Placement Agent Agent(s) in connection with, with and shall make available to the Placement Agent Agent(s) such documents and other information as the Placement Agent Agent(s) shall reasonably request in order to satisfy, its due diligence requirements, subject to any applicable confidentiality requirements. (d) The Placement Agent Agent(s) acknowledges that (i) the Company may determine, in its sole discretion, whether to accept an offer of subscription to the Offering by a Qualified Investor and (ii) the Company is not obligated to compensate the Placement Agent Agent(s) for such offered subscriptions to the Company that the Company does not accept. (e) The Company acknowledges that the Placement Agent Agent(s) may engage one or more sub-agents (each a "Sub-Agent"), reasonably acceptable to the Company, to assist the Placement Agent Agent(s) in the placement of the Securities. Each Sub-Agent will be assigned a portion of the Cash Fee and Equity Compensation (as each is defined below) otherwise payable to the Placement Agent, Agent(s), in the amounts, and on the terms set forth in an agreement between the Placement Agent Agent(s) and Sub-Agent Sub-Agent(s) and for which amounts shall be paid to the Sub-Agent Sub-Agent(s) by the Placement Agent. Agent(s). View More
