AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "Agent's Commission") equal to eight percent (8%) of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Shares sold by the Agent pursuant to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent. 3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 ($25,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 ($25,000 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent. 3.3 The Agent shall be entitled in connection with the sale of the Offered Shares to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of the Agent's Commission and the Agent's Options. 3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at the Time of Closing, the Agent's Options. The Corporation and the Agent intend that the distribution of the Agent's Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator. 3.5 The terms and conditions of the Agent's Options shall be governed by one or more certificates representing the Agent's Options (collectively, the "Agent's Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's Options shall be set forth in the Agent's Option Certificates: (a) the Agent's Options shall be non-assignable and non-transferable; (b) the Agent's Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and (c) the Agent's Options may be exercised at a price of $0.10 per Agent's Option Share. 3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options. 3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date. 3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "“Agent's ’s Commission"”) equal to eight ten percent (810%) of the aggregate gross proceeds of the Offering (the "“Gross Proceeds"”) (being the product of the Offering Price and the aggregate number of Offered Shares Units sold by the Agent pursuant to the Offering). The Agent's ’s Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 35,000 plus GST (the "“Corporate Finance Fee"”). The Agent acknowledges receipt of $26,250 18,375 ($25,000 17,500 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 18,375 ($25,000 17,500 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares Units to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale Designated Provinces by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of the Agent's ’s Commission and the Agent's ’s Options.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at the Time of Closing, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "“Agent's ’s Option Certificates"”), which shall be mutually acceptable to the Corporation and the Agent, acting reasonably, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferable;
(b) the Agent's ’s Options shall have a term of twenty-four eighteen (2418) months, commencing from the Closing Date; and
(c) the Agent's ’s Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.per
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "“Agent's ’s Commission"”) equal to eight nine percent (89%) of the aggregate gross proceeds of the Offering (the "“Gross Proceeds"”) (being the product of the Offering Price and the aggregate number of Offered Shares Units sold by the Agent pursuant to the Offering). The Agent's ’s Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 plus GST (the "“Corporate Finance Fee"”). The Agent acknowledges receipt of $26,250 ($25,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of of $26,250 ($25,000 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares Units to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale Designated Provinces by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of the Agent's ’s Commission and the Agent's ’s Options.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at the Time of Closing, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.Regulator.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "“Agent's ’s Option Certificates"”), which shall be mutually acceptable to the Corporation and the Agent, acting reasonably, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferable;
(b) the Agent's ’s Options shall have a term of twenty-four (24) months, commencing from the Closing Date; andand
(c) the Agent's ’s Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.0.15 per
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 5.1 In consideration of the Agent's services to be rendered to the Corporation in connection herewith, including, without limitation, soliciting offers to purchase the Common Shares, acting as financial advisor to the Corporation in respect of the sale of the Common Shares, preparation of the Transaction Documents, performing administrative work in connection with such matters, and all other services arising out of this Agreement, the Corporation agrees, subject to and upon the terms and conditions set out herein, to pay or cause to be paid (and issue or cause to be issued) to the Agent at the Time of Closing:
(a) a cash fee (the "AGENT'S FEE") equal to 7.0% of the amount of the Gross Proceeds (or the Canadian currency equivalent thereof); and (b) Common Share purchase warrants (the "COMPENSATION WARRANTS") to purchase the number of Common Shares as is equal to 10% of the number of Common Shares sold under the Offering. Each Compensation Warrant shall entitle the Agent to purchase one Common Share (collectively, the "COMPENSATION WARRANT SHARES") at a price of $1.60 per Compensation Warrant Share for a period of twenty-four months following the ServicesClosing Date. The issuance of Compensation Warrants shall be subject to receipt of the necessary regulatory approvals.
5.2 The parties confirm that in the event the Agent appoints other registered dealers as sub-agents to assist in the Offering, then such sub-agents shall be entitled in place of the Agent to receive Compensation Warrants as part of their compensation directly registered in such sub-agent's names on the same basis as the Agent is entitled to receive Compensation Warrants.
5.3 It is the understanding of both the Corporation and the Agent that G.S.T. is not exigible on any portion of the Agent's Fee. However, should it be determined by the Canada Customs and Revenue Agency that G.S.T. should have been charged on all or any part of the Agent's Fee, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "Agent's Commission") an amount equal to eight percent (8%) of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Shares sold by the Agent pursuant G.S.T. determined to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agentexigible.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 ($25,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 ($25,000 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of the Agent's Commission and the Agent's Options.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at the Time of Closing, the Agent's Options. The Corporation and the Agent intend that the distribution of the Agent's Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's Options shall be governed by one or more certificates representing the Agent's Options (collectively, the "Agent's Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's Options shall be set forth in the Agent's Option Certificates:
(a) the Agent's Options shall be non-assignable and non-transferable;
(b) the Agent's Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.
Appears in 1 contract
Samples: Agency Agreement (Workstream Inc)
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "Agent's Commission") equal to 8% (eight percent (8%percent) of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Shares sold by the Agent pursuant to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross ProceedsProceeds of the Offering, or in such other manner as is satisfactory to the Agent.Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 30,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 15,750 ($25,000 15,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 15,750 ($25,000 15,000 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the AgentClosing.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of does not exceed the Agent's Commission and the Agent's OptionsCommission.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at on the Time of ClosingClosing Date, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "Agent's ’s Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferable;assignable;
(b) the Agent's ’s Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's ’s Options may be exercised at a price of $0.10 0.40 per Agent's Option ’s Warrant Share.
3.6 The Agent acknowledges that the issue of the Agent's ’s Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's ’s Options.
3.7 The Agent's ’s Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation The Company shall pay to the Agent at the Time Agent:
(a) A commission of Closing a cash commission Seven Percent (the "Agent's Commission") equal to eight percent (87%) of the aggregate gross subscription proceeds received by the Company, pursuant to the sale of the Offering Debentures, pursuant to the Securities Purchase Agreement at the Closing to be paid in cash or Common Stock of the Company as determined by the Agent (the "Gross Proceeds"); and a commission of Seven Percent (7%) (being the product of the Offering Price and gross proceeds received by the aggregate number Company, pursuant to the issuance of Offered Shares sold commons stock of the company, pursuant to the Equity Line of Credit Agreement at each Closing to be paid in cash or Common Stock of the Company as determined by the Agent pursuant to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 plus GST (the "Corporate Finance FeeGross Proceeds"). The Agent acknowledges receipt of $26,250 ; and
($25,000 plus GSTb) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 ($25,000 plus GST) shall be paid In addition to the Agent at the Time fees and reimbursement of Closing from the Gross Proceedscosts set forth in Sections 3.4(a) and 3.5 of this Agreement, or in such other manner as is satisfactory upon closing with respect to the Agent.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where Debentures at the Offered Shares may be lawfully offered for sale by such registrants. If the Agent retains such sub-agentsClosing, the Agent may pay them such Agent's Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of the Agent's Commission and the Agent's Options.
3.4 In further consideration for the Services, the Corporation Company shall issue to the Agent, at the Time of Closing, the Agent's Options. The Corporation and the Agent intend that the distribution and/or its assignees warrants to purchase 250,000 shares of the AgentCompany's Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's Options Common Stock. Such warrants shall be governed by one or more certificates representing the Agent's Options (collectively, the "Agent's Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's Options shall be set forth in the Agent's Option Certificates:
(a) the Agent's Options shall be non-assignable and non-transferable;
(b) the Agent's Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's Options may be exercised exercisable at a price of $0.10 per Agent's Option Share.
3.6 2.00. The Agent acknowledges that the issue of the Agent's Options Warrants shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the have cashless exercise provisions. The term of the Agent's Options.
3.7 The Agent's Options Warrants shall be five years. The Warrants and the shares of Common Stock issuable upon exercise of the Warrants shall have registration rights as described in the Registration Rights Agreement, it being understood that, if the SEC requires removal of the Warrants from any registration statement in which the Warrants have a right by contract to be included, the removal of the Warrants shall not constitute a breach of contract by the Company, and the Company will use best efforts to include the Warrants (or underlying shares) in a registration statement in a manner acceptable to the SEC. Except as set forth in the immediately preceding sentence, it is specifically understood by the Company that the Company must register the Shares underlying the Warrants for the Agent in the same registration statement described in the Registration Rights Agreements between the Company and purchasers and contemplated by the Purchase Agreement. The Warrants shall be delivered by the Company to the Agent only in simultaneous with and contingent upon a Closing with respect to the event that the sale of all of the Offered Shares is completed on the Closing DateMaximum Amount.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.
Appears in 1 contract
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation The Company shall pay to the Agent at the Time Agent: ----------------------
(a) A commission of Closing a cash commission (the "Agent's Commission") equal to eight seven and one half percent (87 %) of the aggregate gross $1,000,000 proceeds of the Initial Offering and any subsequent Offerings in cash; and
(the "Gross Proceeds"b) (being the product of the Offering Price and the aggregate number of Offered Shares sold by the Agent pursuant In addition to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time fees and reimbursement of Closing from the Gross Proceeds, or costs set forth in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the ServicesSections 3.4 and 3.5 of this Agreement, the Corporation shall pay to the Agent a corporate finance fee of $50,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 ($25,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 ($25,000 plus GST) shall be paid to the Agent at the Time of Closing from the Gross ProceedsCompany, or in such other manner as is satisfactory to the Agent.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of upon the Agent's Commission and placement of the Agent's Options.
3.4 In further consideration for Maximum Shares of the ServicesSecurities resulting in Maximum Amount of gross proceeds to the Company, the Corporation shall issue to the AgentAgent May Dxxxx Group, at the Time of ClosingInc. and it's assignees, the Agent's Options. The Corporation and the Agent intend that the distribution warrants to purchase shares of the AgentCompany's Options be qualified under the Prospectus common stock, in an amount equal to the maximum extent allowed by the Principal Regulator.
3.5 The terms one hundred and conditions of the Agent's Options shall be governed by one or more certificates representing the Agent's Options seventy five (collectively, the "Agent's Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's Options shall be set forth in the Agent's Option Certificates:
(a175,000) the Agent's Options shall be non-assignable and non-transferable;
(b) the Agent's Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue one hundred and ten percent (110%) of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed Closing Bid Price on the Closing Date.
3.8 The . In the event the Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised successful in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements placement of the U.S. Maximum Shares of the Securities Act resulting in Maximum Amount of gross proceeds to the Company, the Company shall issue Warrants to purchase shares of the Company's Common Stock on a pro rata basis of 17,500 warrants for every $100,000 raised by the agent. The Warrants shall have cashless exercise provisions. The term of the Warrant shall be five years. The Warrant and applicable securities lawsthe shares of common stock issuable upon exercise of the Warrants shall have registration rights as described in the Registration Rights Agreement, set forth as an exhibit to the Subscription Agreement; it being understood that, if the SEC requires removal of the Warrants from any registration statement in which the Warrants have a right by contract to be included, the removal of the Warrants shall not constitute a breach of contract by the Company, and the Company will use best efforts to include the Warrants (or underlying shares) in a registration statement in a manner acceptable to the SEC. It is specifically understood by the Company that the Company must register the Warrants for the Agent in the same registration statement described in the Registration Rights Agreements. The Company shall deliver the Warrants to the Agent with in five (5) business days of the Agents conclusion of its duties as the Placement Agent for the Offering.
Appears in 1 contract
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "“Agent's ’s Commission"”) equal to eight percent (8%) of the aggregate gross proceeds of the Offering (the "“Gross Proceeds"”) (being the product of the Offering Price and the aggregate number of Offered Shares Units sold by the Agent pursuant to the Offering). The Agent's ’s Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 35,000 plus GST (the "“Corporate Finance Fee"”). The Agent acknowledges receipt of $26,250 18,375 ($25,000 17,500 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 18,375 ($25,000 17,500 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares Units to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale Designated Provinces by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of the Agent's ’s Commission and the Agent's ’s Options.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at the Time of Closing, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "“Agent's ’s Option Certificates"”), which shall be mutually acceptable to the Corporation and the Agent, acting reasonably, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferable;
(b) the Agent's ’s Options shall have a term of twenty-four eighteen (2418) months, commencing from the Closing Date; and
(c) the Agent's ’s Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.0.25
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 (a) In consideration for the Servicesperformance of its obligations hereunder, the Corporation shall shall, subject to the provisions of this Agreement, pay to the Agent an aggregate fee (the "Agency Fee") equal to 8% of the Gross Proceeds sold by the Agent in the Offering provided that such Agency Fee shall not be less than $160,000 in any event.
(b) The Agent may retain one or more registered securities brokers or investment dealers to act as selling agent (individually, each a "Selling Agent" and collectively, the "Selling Agents") in connection with the sale of the Units but the compensation payable to such Selling Agents shall be the sole responsibility of the Agent, and only as permitted by and in compliance with Applicable Securities Laws, upon the terms and conditions set forth in this Agreement and will require each such Selling Agent to so agree.
(c) In addition to the Agency Fee, as additional consideration for the performance of its obligations hereunder, the Agent hereby directs the Corporation to, and the Corporation shall, issue to Kingsdale at the Time of Closing a cash commission on the Closing Date, non-assignable and non-transferable broker warrants (the "Agent's CommissionBroker Warrants"), substantially in the form set out in Schedule "C" hereto, entitling Kingsdale to acquire, in the aggregate, a number of Common Shares (the "Broker Warrant Shares") equal to eight percent (8%) 10% of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Shares Units sold by the Agent pursuant to hereunder exercisable by Kingsdale at a price of $0.45 per Broker Warrant Share for a period of 18 months following the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the AgentDate.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a (d) A corporate finance fee of $50,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt ) of $26,250 ($25,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 ($25,000 plus GST) shall be paid payable to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of the Agent's Commission and the Agent's Options.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at the Time of Closing, the Agent's Options. The Corporation and the Agent intend that the distribution of the Agent's Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's Options shall be governed by one or more certificates representing the Agent's Options (collectively, the "Agent's Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's Options shall be set forth in the Agent's Option Certificates:
(a) the Agent's Options shall be non-assignable and non-transferable;
(b) the Agent's Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the initial Closing Date.
3.8 (e) The Corporation agrees that any subscribers or potential investors introduced to the Corporation by the Agent hereby represents and warrants that not previously known to the Corporation shall be proprietary to the Agent until November 8, 2005, and all fees and commissions payable to the Agent pursuant to this Section 3 (iother than the Corporate Finance Fee) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not shall be exercised payable in the United States or by or on behalf respect of a U.S. Personfinancing which is concluded by the Corporation on or prior to November 8, except in transactions exempt from 2005 with any subscribers or potential investors so introduced. For greater certainty, the registration requirements Agent will have no proprietary rights or rights to compensation with respect any persons other than subscribers or potential investors introduced to the Corporation by the Agent and not previously known to the Corporation.
(f) Kingsdale understands there may be material tax consequences to it by reason of the U.S. Securities Act and applicable securities lawsacquisition or disposition of the Broker Warrants or Broker Warrant Shares. The Corporation makes no representation with respect to the tax consequences under Canadian, U.S., state or foreign tax laws by reason of Kingsdale’s acquisition or disposition of such Broker Warrants or Broker Warrant Shares.
Appears in 1 contract
Samples: Agency Agreement (Quincy Gold Corp.)
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "Agent's Commission") equal to 8% (eight percent (8%percent) of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Shares Units sold by the Agent pursuant to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, by certified cheque or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 35,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 13,125 ($25,000 12,500 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 23,625 ($25,000 22,500 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the AgentClosing.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares Units to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares Units may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of does not exceed the Agent's Commission and the Agent's OptionsCommission.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at on the Time of ClosingClosing Date, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "Agent's ’s Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferableassignable;
(b) the Agent's ’s Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's ’s Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.0.15 per
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "Agent's Commission") equal to eight percent (8%) % of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Common Shares and Over-Allotment Shares sold by the Agent pursuant to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, by certified cheque or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 25,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 ($25,000 12,500 plus GST) GST of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 ($25,000 12,500 plus GST) GST shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the AgentClosing.
3.3 The Agent shall be entitled in connection with the sale of the Offered Common Shares and the Over-Allotment Shares to retain as sub- sub-agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Common Shares and the Over-Allotment Shares may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's Options ’s Warrants and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of does not exceed the Agent's Commission and the Agent's OptionsCommission.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at on the Time of ClosingClosing Date, the Agent's Options’s Warrants. The Corporation and the Agent intend that the distribution of the Agent's Options ’s Warrants be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's Options ’s Warrants shall be governed by one or more certificates representing the Agent's Options ’s Warrants (collectively, the "Agent's Option ’s Warrant Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's Options ’s Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's Options ’s Warrants shall be set forth in the Agent's Option ’s Warrant Certificates:
(a) the Agent's Options ’s Warrants shall be non-assignable and non-transferableassignable;
(b) the Agent's Options ’s Warrants shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's Options ’s Warrants may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.per
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "Agent's Commission") equal to 8% (eight percent (8%percent) of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Common Shares sold by the Agent pursuant to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, by certified cheque or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 25,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 13,125 ($25,000 12,500 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 13,125 ($25,000 12,500 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the AgentClosing.
3.3 The Agent shall be entitled in connection with the sale of the Offered Common Shares to retain as sub- sub-agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Common Shares may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's Options ’s Warrants and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of does not exceed the Agent's Commission and the Agent's OptionsCommission.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at on the Time of ClosingClosing Date, the Agent's Options’s Warrants. The Corporation and the Agent intend that the distribution of the Agent's Options ’s Warrants be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's Options ’s Warrants shall be governed by one or more certificates representing the Agent's Options ’s Warrants (collectively, the "Agent's Option ’s Warrant Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's Options ’s Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's Options ’s Warrants shall be set forth in the Agent's Option ’s Warrant Certificates:
(a) the Agent's Options ’s Warrants shall be non-assignable and non-transferableassignable;
(b) the Agent's Options ’s Warrants shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's Options ’s Warrants may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.per
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "Agent's Commission") equal to eight nine percent (89%) of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Shares Units sold by the Agent pursuant to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 30,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 15,750 ($25,000 15,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 15,750 ($25,000 15,750 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the AgentClosing.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares Units to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares Units may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of does not exceed the Agent's Commission and the Agent's OptionsCommission.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at on the Time of ClosingClosing Date, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "Agent's ’s Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferableassignable;
(b) the Agent's ’s Options shall have a term of twenty-four twelve (2412) months, commencing from the Closing Date; and
(c) the Agent's ’s Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.0.20
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "Agent's Commission") equal to eight percent 9% (8%nine percent) of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Shares sold by the Agent pursuant to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, by certified cheque or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 30,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 15,750 ($25,000 15,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 15,750 ($25,000 15,000 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the AgentClosing.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of does not exceed the Agent's Commission and the Agent's OptionsCommission.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at on the Time of ClosingClosing Date, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "Agent's ’s Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferableassignable;
(b) the Agent's ’s Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's ’s Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.0.20
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "Agent's Commission") equal to eight percent (8%) 9% of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Shares Units sold by the Agent pursuant to the Offering). The Agent's Commission from the proceeds of the Offering shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 30,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 15,750 ($25,000 15,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 15,750 ($25,000 15,000 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the AgentClosing.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares Units to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions the Designated Provinces where the Offered Shares Units may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them the sub-agents such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of does not exceed the Agent's Commission and the Agent's OptionsCommission.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at on the Time of ClosingClosing Date, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by disclosed in the Principal RegulatorProspectus.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "Agent's ’s Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferable;
(b) the Agent's ’s Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's ’s Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.0.15 per
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "“Agent's ’s Commission"”) equal to eight nine percent (89%) of the aggregate gross proceeds of the Offering (the "“Gross Proceeds"”) (being the product of the Offering Price and the aggregate number of Offered Shares sold by the Agent pursuant to the Offering). The Agent's ’s Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 35,000 plus GST (the "“Corporate Finance Fee"”). The Agent acknowledges receipt of $26,250 18,375 ($25,000 17,500 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 18,375 ($25,000 17,500 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale Designated Provinces by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of the Agent's ’s Commission and the Agent's ’s Options.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at the Time of Closing, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.Regulator.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "“Agent's ’s Option Certificates"”), which shall be mutually acceptable to the Corporation and the Agent, acting reasonably, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferable;
(b) the Agent's ’s Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's ’s Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.0.25
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "Agent's Commission") equal to eight nine percent (89%) of the aggregate gross proceeds of the Offering (the "Gross Proceeds") (being the product of the Offering Price and the aggregate number of Offered Shares sold by the Agent pursuant to the Offering). The Agent's Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 30,000 plus GST (the "Corporate Finance Fee"). The Agent acknowledges receipt of $26,250 15,750 ($25,000 15,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 15,750 ($25,000 15,000 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the AgentClosing.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of does not exceed the Agent's Commission and the Agent's OptionsCommission.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at on the Time of ClosingClosing Date, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "Agent's ’s Option Certificates"), which shall be mutually acceptable to the Corporation and the Agent, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferableassignable;
(b) the Agent's ’s Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's ’s Options may be exercised at a price of $0.10 per Agent's Option Share.
3.6 The Agent acknowledges that the issue of the Agent's Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's Options.
3.7 The Agent's Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's Options from within the United States and (iv) the Agent's Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.0.30
Appears in 1 contract
Samples: Agency Agreement
AGENT’S COMPENSATION. 3.1 In consideration for the Services, the Corporation shall pay to the Agent at the Time of Closing a cash commission (the "“Agent's ’s Commission"”) equal to eight nine percent (89%) of the aggregate gross proceeds of the Offering (the "“Gross Proceeds"”) (being the product of the Offering Price and the aggregate number of Offered Shares sold by the Agent pursuant to the Offering). The Agent's ’s Commission shall be paid to the Agent by the Corporation at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.2 As additional consideration for the Services, the Corporation shall pay to the Agent a corporate finance fee of $50,000 plus GST (the "“Corporate Finance Fee"”). The Agent acknowledges receipt of $26,250 ($25,000 plus GST) of the Corporate Finance Fee and the Corporation agrees that this amount is non-refundable. The balance of the Corporate Finance Fee in the amount of $26,250 ($25,000 plus GST) shall be paid to the Agent at the Time of Closing from the Gross Proceeds, or in such other manner as is satisfactory to the Agent.
3.3 The Agent shall be entitled in connection with the sale of the Offered Shares to retain as sub- agents a selling group consisting of other registered dealers registered to sell securities in jurisdictions where the Offered Shares may be lawfully offered for sale Designated Provinces by such registrants. If the Agent retains such sub-agents, the Agent may pay them such Agent's ’s Options and such commissions as the Agent in its discretion sees fit, provided that any such commission will be paid out of the Agent's ’s Commission and the Agent's ’s Options.
3.4 In further consideration for the Services, the Corporation shall issue to the Agent, at the Time of Closing, the Agent's ’s Options. The Corporation and the Agent intend that the distribution of the Agent's ’s Options be qualified under the Prospectus to the maximum extent allowed by the Principal Regulator.
3.5 The terms and conditions of the Agent's ’s Options shall be governed by one or more certificates representing the Agent's ’s Options (collectively, the "“Agent's ’s Option Certificates"”), which shall be mutually acceptable to the Corporation and the Agent, acting reasonably, and which shall include, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Agent's ’s Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the share capital of the Corporation, the payment of stock dividends, or the amalgamation of the Corporation. The following principal terms attached to the Agent's ’s Options shall be set forth in the Agent's ’s Option Certificates:
(a) the Agent's ’s Options shall be non-assignable and non-transferable;
(b) the Agent's ’s Options shall have a term of twenty-four (24) months, commencing from the Closing Date; and
(c) the Agent's ’s Options may be exercised at a price of $0.10 0.175 per Agent's ’s Option Share.
3.6 The Agent acknowledges that the issue of the Agent's ’s Options shall not restrict or prevent the Corporation from obtaining any other financing, nor from issuing additional securities or rights during the term of the Agent's ’s Options.
3.7 The Agent's ’s Options shall be issuable to the Agent only in the event that the sale of all of the Offered Shares is completed on the Closing Date.
3.8 The Agent hereby represents and warrants that (i) it is not a U.S. Person, (ii) it was not offered the Agent's ’s Options within the United States, (iii) it did not execute this Agreement or otherwise place its order to acquire the Agent's ’s Options from within the United States States, and (iv) the Agent's ’s Options may not be exercised in the United States or by or on behalf of a U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws.
Appears in 1 contract
Samples: Agency Agreement
