Affiliate Compensation. Except as set forth above in this Section 3.7, the Company shall not pay any Initial Stockholder or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. Notwithstanding the foregoing to the contrary, the Company may pay an Initial Stockholder or any of its affiliates fees or compensation in connection with bona fide services to be rendered to the Company that (i) are expressly approved by a majority of the Company's disinterested directors, (ii) are legitimately required by the Company and the Company would otherwise contract such services from a third party, and (iii) all fees and compensation to be paid to any Initial Stockholder or its affiliates are determined on an arm's length basis and in good faith and such fees and compensation are customarily charged by unrelated third party service providers of a similar nature.
Appears in 10 contracts
Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc)
Affiliate Compensation. Except as set forth above in this Section 3.7, the Company shall not pay any Initial Stockholder or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. Notwithstanding the foregoing to the contrary, the Company may pay an Initial Stockholder or any of its affiliates fees or compensation in connection with bona fide services to be rendered to the Company that (i) are expressly approved by a majority of the Company's ’s disinterested directors, (ii) are legitimately required by the Company and the Company would otherwise contract such services from a third party, and (iii) all fees and compensation to be paid to any Initial Stockholder or its affiliates are determined on an arm's ’s length basis and in good faith and such fees and compensation are customarily charged by unrelated third party service providers of a similar nature.
Appears in 5 contracts
Samples: Underwriting Agreement (Argyle Security Acquisition CORP), Underwriting Agreement (Argyle Security Acquisition CORP), Underwriting Agreement (Argyle Security Acquisition CORP)
Affiliate Compensation. Except as set forth above in this Section 3.7, the Company shall not pay any Initial Stockholder or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. Notwithstanding the foregoing to the contrary, the Company may pay an Initial Stockholder or any of its affiliates fees or compensation in connection with bona fide services to be rendered to the Company provided that the fees or compensation (i) are expressly approved by a majority of the Company's disinterested directors, (ii) are legitimately required by the Company and the Company would otherwise contract such services from a third party, and (iii) all fees and compensation to be paid to any Initial Stockholder or its affiliates are determined on an arm's length basis and in good faith and such fees and compensation are customarily charged by unrelated third party service providers of a similar nature.
Appears in 2 contracts
Samples: Underwriting Agreement (Vector Intersect Security Acquisition Corp.), Underwriting Agreement (Vector Intersect Security Acquisition Corp.)
Affiliate Compensation. Except as set forth above in this Section 3.7, the Company shall not pay any Initial Stockholder or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. Notwithstanding the foregoing to the contrary, the Company may pay an Initial Stockholder or any of its affiliates fees or compensation in connection with bona fide services to be rendered to the Company that (i) are expressly approved by a majority of the Company's disinterested directors, (ii) are legitimately required by the Company and the Company would otherwise contract such services from a third party, and (iii) all fees and compensation to be paid to any Initial Stockholder or its affiliates are determined on an arm's length basis and in good faith and such fees and compensation are customarily charged by unrelated third party service providers of a similar nature. (Any agreement to compensate or reimburse an Initial Stockholder pursuant to this Section 3.7 is hereinafter referred to as a "SERVICES AGREEMENT.")
Appears in 2 contracts
Samples: Underwriting Agreement (Vector Intersect Security Acquisition Corp.), Underwriting Agreement (Vector Intersect Security Acquisition Corp.)