Business Combination Advisors Clause Samples
The Business Combination Advisors clause designates the parties responsible for engaging and compensating advisors, such as legal, financial, or accounting professionals, in connection with a business combination transaction. Typically, this clause outlines which party will select the advisors, how their fees will be paid, and whether costs are shared or borne individually. Its core function is to clarify the process and financial responsibility for obtaining expert advice, thereby preventing disputes and ensuring that all parties have access to necessary professional guidance during the transaction.
Business Combination Advisors. The Underwriters have not been engaged, do not undertake and specifically exclude from the scope of services under this Agreement, any services to the Company, and any responsibility or obligation to participate in, any aspect of the Business Combination, such as identifying potential target companies, negotiating Business Combination terms, and/or finding investors for and negotiating a PIPE or any other financing transactions. An engagement with respect to any such activities shall only occur upon execution and delivery of a separate advisory or placement agency or similar agreement duly authorized by the Company and the Representative or any of the other Underwriters.
Business Combination Advisors. The Company may request that any Underwriter provide to the Company any Business Combination marketing, capital markets advisory or securities placement activities services in connection with a Business Combination (such activities, “Business Combination Services”). If any Underwriter agrees to provide any Business Combination Services (such Underwriters, the “Business Combination Advisors”), then the Company agrees to pay all reasonable and documented out of pocket expenses incurred by any Business Combination Advisor in connection with any Business Combination Services, including the fees and expenses of its legal counsel; provided that, except as set forth in the Business Combination Marketing Agreement, the Company shall not be obligated to pay or reimburse the Business Combination Advisors and such other persons providing Business Combination Services for reasonable and documented costs and expenses incurred in excess of an aggregate amount of (i) $400,000, in the event that the Business Combination is not consummated or (ii) $250,000, in the event the Business Combination is consummated.
Business Combination Advisors. The Company may request that any Underwriter provide to the Company any Business Combination marketing, capital markets advisory or securities placement activities services in connection with a Business Combination (such activities, “Business Combination Services”). If any Underwriter agrees to provide any Business Combination Services (such Underwriters, the “Business Combination Advisors”), then the Company agrees to pay (a) all reasonable and documented out of pocket expenses incurred by any Business Combination Advisor in connection with any Business Combination Services and (b) for the reasonable and documented costs and expenses incurred by the Business Combination Advisors in connection with the Business Combination, including the fees and expenses of its legal counsel, to the extent provided for in Section 3.33; provided that the Company shall not be obligated to pay or reimburse the Business Combination Advisors and such other persons providing Business Combination Services for reasonable and documented costs and expenses incurred in excess of an aggregate amount of (i) $400,000, in the event that the Business Combination is not consummated or (ii) $250,000, in the event the Business Combination is consummated.