Agreement Regarding Transactions Sample Clauses

Agreement Regarding Transactions. (a) EBC will advise and assist the Company in analyzing potential target businesses with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination. If requested by the Company, EBC will participate directly in negotiations, review marketing plans and projections of the target business, analyze and advise on the financial implications of the transaction and prepare and make presentations to the Company’s Board of Directors. It is understood that the Company will be under no obligation to enter into a letter of intent and/or definitive agreement for a Business Combination and it will be within the Company’s rights to decline any offer made in connection with a potential Business Combination. (b) As compensation for the foregoing engagement, the Company will pay EBC a cash fee in an amount equal to $600,000. All fees payable hereunder are due and payable to EBC, by certified check or wire transfer, at the closing of the Business Combination. If a proposed Business Combination is not consummated for any reason, no amounts shall be due or payable to EBC hereunder. Unless otherwise agreed to by EBC, (a) the fee payable hereunder shall be paid to EBC directly from the proceeds held in the Company’s trust account established in connection with its initial public offering and (b) the Company shall instruct the trustee overseeing such trust account to deliver the fee to EBC simultaneously with the release of the remaining funds from such trust account.
Sample 1Sample 2See All (10)
AutoNDA by SimpleDocs
Agreement Regarding Transactions. (a) The Financial Advisor will advise and assist the Company in analyzing potential Targets with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination (but not for purposes of finding and/or locating potential Targets for its Business Combination which would be the subject of a separate agreement between the Company and the Financial Advisor). If requested by the Company, the Financial Advisor will participate directly in negotiations, review marketing plans and projections of the Target, analyze and advise on the financial implications of the transaction, arrange meetings with and prepare materials for investors and prepare and make presentations to the Company’s Board of Directors. For the avoidance of doubt, the Company understands that the Financial Advisor is not required to provide a fairness opinion to the Board of Directors with regard to such Business Combination. (b) As compensation for the foregoing engagement, the Company will pay the Financial Advisor a cash fee equal to 3.75% of the total gross proceeds raised in the IPO (“Fee”). The Fee payable hereunder is due and payable to the Financial Advisor by wire transfer at the closing of the Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Financial Advisor hereunder.
Sample 1Sample 2
Agreement Regarding Transactions. (a) The Financial Advisors will advise and assist the Company in analyzing potential Targets with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination. If requested by the Company, the Financial Advisors will participate directly in negotiations, review marketing plans and projections of the Target, analyze and advise on the financial implications of the transaction, arrange meetings with and prepare materials for investors and prepare and make presentations to the Company’s Board of Directors. For the avoidance of doubt, the Company understands that the Financial Advisors are not required to provide a fairness opinion to the Board of Directors of the Company with regard to such Business Combination. (b) As compensation for the foregoing engagement, the Company will pay the Financial Advisors a cash fee equal to 4% of the gross proceeds of the Company’s initial public offering (“Fee”). The Fee payable hereunder is due and payable to EBC and Sandler by wire transfer directly from the Company’s trust account at the closing of the Business Combination (“Closing”). EBC shall receive 70% of the Fee and Sandler shall receive 30% of the Fee; provided, however, that the Company, in its sole discretion, may increase the percentage of the Fee payable to Sandler to no more than 40% or decrease the percentage of the Fee payable to Sandler to no less than 20% and proportionately decrease or increase the percentage of the Fee payable to EBC, as the case may be. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Financial Advisors hereunder. Unless otherwise agreed to by the Financial Advisors in writing, (a) the Fee shall be paid directly from the proceeds held in the Company’s trust account established in connection with its initial public offering and (b) the Company shall instruct the trustee overseeing such trust account to deliver the Fee to EBC and Sandler, in the proportions described above, simultaneously with the release of the funds from such trust account.
Sample 1
Agreement Regarding Transactions. (a) The Financial Advisors will advise and assist the Company in analyzing potential Targets with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination. If requested by the Company, the Financial Advisors will participate directly in negotiations, review marketing plans and projections of the Target, analyze and advise on the financial implications of the transaction, arrange meetings with and prepare materials for investors and prepare and make presentations to the Company’s Board of Directors. For the avoidance of doubt, the Company understands that the Financial Advisors are not required to provide a fairness opinion to the Board of Directors of the Company with regard to such Business Combination. (b) As compensation for the foregoing engagement, the Company will pay the Financial Advisors a cash fee equal to 4% of the gross proceeds of the Company’s initial public offering (“Fee”). The Fee payable hereunder is due and payable to EBC (on behalf of the Financial Advisors) by wire transfer directly from the Company’s trust account at the closing of the Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Financial Advisors hereunder. Unless otherwise agreed to by the Financial Advisors in writing, (a) the Fee shall be paid directly from the proceeds held in the Company’s trust account established in connection with its initial public offering and (b) the Company shall instruct the trustee overseeing such trust account to deliver the Fee to EBC (on behalf of the Financial Advisors) simultaneously with the release of the funds from such trust account.
Sample 1

Related to Agreement Regarding Transactions

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Side Letters All side letters are non-enforceable as of the effective date of this MOU unless the parties expressly add them to the MOU.

  • Side Letter The letter from the Borrower to the Agent dated July 17, 2000 that was executed in connection with the Second Amendment shall remain in full force and effect and shall be a Loan Document.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Recurring Transactions If you intend to use the Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring Transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. If these Recurring Transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If you have told us in advance to make Recurring Transactions from your Card Account, you can stop the payment by calling us at 0-000-000-0000 or writing us at 0000 X. Xxxxxxxxxx Xxxxx, Xxxx# 000, Xxxxx Xxxxxx, XX 00000xx time for us to receive your request at least three (3) business days before the scheduled date of the payment. If you call, we also may require you to put your request in writing and get it to us within fourteen (14) days after you call. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, and we do not do so, we may be liable for your losses or damages. If you have authorized a merchant to make the recurring payment, you should also contact the applicable merchant in order to stop the transaction.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!