Agreement to Act as Placement Agents Sample Clauses

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from the Company's registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obliga...

Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Placement Agents agree to act as the Company’s exclusive placement agents in connection with the issuance and sale, on a best efforts basis, by the Company of the Shares to the Investors. Upon the occurrence of the Closing (as hereinafter defined), the Company shall pay to the Placement Agents 6.0% of the proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Prospectus (as hereinafter defined).

Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Placement Agents agree to act as the Company’s exclusive Placement Agents in connection with the issuance and sale, on a minimum-maximum best efforts basis, by the Company of the Units to the Investors. The Placement Agents agree to use their commercially reasonable best efforts to identify prospective Investors and assist the Company in selling the Units in accordance with applicable federal and state laws. The Company shall pay to the Placement Agents an aggregate of eight percent (8%) of the proceeds received by the Company from the sale of the Units. The Placement Agents have agreed that their selling commissions would be allocated sixty percent (60%) to GHS and forty percent (40%) to Gilford, after the deduction by GHS of the amount of any unreimbursed sales and marketing expenses.

Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agents shall serve as the Placement Agents in connection with the issuance and sale by the Company of the Units from the Registration Statement (as defined in Section 2 below), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the Investors. The Placement Agents shall act on a best efforts basis and do not guarantee that they will be able to sell the Units in the prospective Offering. As compensation for services rendered, on the Closing Date (as defined below), the Company shall pay to the Placement Agents an aggregate amount equal to 7% of the gross proceeds received by the Company from the sale of such Units; provided, however, if any of the Units are sold to the holders of those certain Senior Secured Convertible Notes issued by the Company on April 16, 2015 and on November 5, 2015 (the “Notes”), or to any of such holders’ affiliates, the Company shall pay to the Placement Agents an aggregate amount equal to 4% of the gross proceeds received by the Company from the sale of such Units. The purchase price to the Investors for each Unit is US $0.85 (the “Offering Price”). The Placement Agents, including Ladenburg Xxxxxxxx & Co. Inc. who is acting as Co-Placement Agent, may retain other brokers or dealers to act as sub-agents on their behalf in connection with the Offering. The term of the Placement Agents’ engagement will be 14 days from the date hereof (the “Exclusive Term”). The Placement Agents will be entitled to collect all fees earned through termination.

Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Placement Agents agree to act as the Company’s exclusive placement agents, on a best efforts, all-or-none basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. The Company shall pay to the Placement Agents a fee equal to 7.0% (the “Placement Fee”) of the gross offering proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Final Prospectus (as hereinafter defined).1 1 In connection with those Shares purchased by certain of the Company’s directors and other founders of the Company, the Placement Fee otherwise payable to the Placement Agents shall be remitted to the Company by the Placement Agents.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company engages the Placement Agents, on a commercially reasonable efforts basis, to act as its exclusive placement agents and the Representative, as the representative of the Placement Agents in connection with the offer and sale, by the Company, of the Securities to the Purchasers, and each of the Placement Agents and the Representative accept such engagement. The Securities are being sold to the Purchasers pursuant to the Subscription Agreements on the terms described on Schedule A hereto. The Placement Agents may retain other brokers or dealers to act as sub-agents on their respective behalf in connection with the offering and sale of the Securities. Until the earlier of the Closing Date (as defined in Section 4 hereof) or the termination of this Agreement, the Company shall not, without the prior consent of the Representative on behalf of the Placement Agents, solicit or accept offers to purchase the Securities otherwise than through the Placement Agents. (b) The Company expressly acknowledges and agrees that the Placement Agents’ obligations hereunder are on a best efforts basis, and this Agreement shall not give rise to any commitment by the Placement Agents or any of their affiliates to underwrite or purchase any of the Securities or otherwise provide any financing. No Placement Agent shall have authority to bind the Company in respect of the sale of any Securities. The sale of the Securities shall be made pursuant to the Subscription Agreements. (c) Each Placement Agent shall make best efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Securities has been solicited by such Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential Purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any Placement Agent be obligated to purchase any Securities for its own account and, in soliciting purchases of Securities, the Placement Agents shall act solely as the Company’s agent and not as a principal. Notwithstanding the foregoing and except as otherwise provided in Section 3(d), it is understood and agreed that each Placement Agent (or its affiliates) may, solely at its discretio...

Agreement to Act as Placement Agents. (a) On the basis of the representations and warranties of the Company and subject to the terms and conditions set forth in this Agreement, the Company engages the Placement Agents, on a reasonable efforts basis, to act as its exclusive placement agents in connection with the offer and sale, by the Company, of Shares to the Investors. The Shares are being sold to Investors at a price of $8.50 per share. Each Placement Agent may retain other brokers or dealers to act as sub-agents on their respective behalf in connection with the offering and sale of the Shares. Until the earlier of the Closing Date (as defined in Section 2 hereof) or the termination of this Agreement, the Company shall not, without the prior consent of the Placement Agents, solicit or accept offers to purchase Shares otherwise than through the Placement Agents. (b) The Company expressly acknowledges and agrees that each Placement Agent’s obligations hereunder are on a reasonable efforts basis, and this Agreement shall not give rise to any commitment by such Placement Agent or any of its affiliates to underwrite or purchase any of the Shares or otherwise provide any financing. No Placement Agent shall have authority to bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”). (c) Each Placement Agent shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by such Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential Investor or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any Placement Agent be obligated to purchase any Shares for its own accounts and, in soliciting purchases of Shares, the Placement Agents shall act solely as the Company’s agent and not as a principal. Notwithstanding the foregoing and except as otherwise provided in Section 1(c), it is understood and agreed that each Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Shares as a principal; provided, however, that any such purchases by such Placement Agent (or its affiliates) shall be fully disclosed to the Company...

Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions of this Agreement, the Placement Agents agree to act as the Partnership’s exclusive placement agents, on a best efforts basis, in connection with the issuance and sale by the Partnership of the Units to the Investors. The Placement Agents shall use commercially reasonable efforts to assist the Partnership in obtaining performance by each Investor whose offer to purchase Units has been solicited by the Placement Agents and accepted by the Partnership, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Partnership in the event any such purchase is not consummated for any reason. The Partnership shall pay to the Placement Agents an aggregate amount equal to $2,750,000; provided that such payment shall be allocated among the Placement Agents as indicated by the amounts set forth opposite the name of each Placement Agent on Schedule 5 attached hereto.

Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions of this Agreement, the Placement Agents agree to act as the Company’s exclusive placement agents, on a best efforts basis only, in connection with the issuance and sale by the Company and the Selling Stockholders of the Shares to the Investors. The Company and the Selling Stockholders shall pay to the Placement Agents a fee equal to [7.0]% (the “Placement Fee”) of the gross offering proceeds received by the Company and the Selling Stockholders from the sale of the Shares as set forth on the cover page of the Final Prospectus (as hereinafter defined).

Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, each of the Placement Agents, severally and not jointly, agrees to act as the Company’s exclusive placement agent in connection with the issuance and sale, on a best efforts basis, by the Company of the Offered Securities to the Investors. The Placement Agents shall use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Offered Securities has been solicited by the Placement Agents and accepted by the Company, but no Placement Agent shall, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. The Company shall pay to the Placement Agents 6% of the proceeds received by the Company from the sale of the Offered Securities as set forth on the cover page of the Prospectus (as hereinafter defined) (the “Placement Fee”). The Placement Fee shall be allocated 60% to Rxxx and 40% to HCW, unless the Placement Agents otherwise agree.