Commitment and Structuring Fee Sample Clauses
Commitment and Structuring Fee. Each of the Parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $25,000, of which $15,000 has been paid prior to the date hereof, and the remaining $10,000 shall be paid directly from the proceeds of the First Pre-Paid Advance. The Company shall pay a commitment fee in an amount equal to $1,500,000 (the “Commitment Fee”), of which (i) $350,000 (the “Initial Commitment Fee” ) shall be paid within 2 days of the Effective Date by the issuance to the Investor of such number of Ordinary Shares that is equal to the Initial Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the Effective Date (the “Initial Commitment Shares”), and (ii) $1,150,000 (the “Deferred Commitment Fee”) shall be due and payable only if the Company shall have received gross proceeds of at least $100 million under this Agreement by the one-year anniversary of the Effective Date. The Deferred Commitment Fee, if applicable, shall be payable on the one-year anniversary of the Effective Date, by the issuance to the Investor of such number of Ordinary Shares that is equal to the Deferred Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the one-year anniversary of the Effective Date (the “Deferred Commitment Shares”). The Initial Commitment Shares issuable hereunder shall be included on the initial Registration Statement. The Deferred Commitment Shares, if any are issued, shall have piggy-back registration rights. Upon the issuance of the Initial Commitment Shares or the Deferred Commitment Shares (if any), the Company shall offset of its debt to pay the Initial Commitment Fee or the Deferred Commitment Fee, as applicable, against its receivable from the Investor in respect of the issue price payable in respect of the Initial Commitment Shares or Deferred Commitment Shares, as applicable (which shall be equal to the Initial Commitment Fee or the Deferred Commitment Fee, as applicable).
Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company has paid the Investor or its designee a structuring fee in the amount of $25,000, and the Company shall pay a commitment fee in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”) of which (a) one-half of the Commitment Fee shall be paid within three Trading Days of the date hereof by the issuance to the Investor of such number of Common Shares that is equal to one-half of the Commitment Fee divided by the closing price of the Common Shares as of the Trading Day immediately prior to the date hereof (the “Commitment Shares”), and (b) the remaining one-half of the Commitment Fee (the “Deferred Fee”) shall be paid on the six-month anniversary of the date hereof and shall be paid in cash (or by way of an Advance). The Commitment Shares issuable hereunder shall be included on the initial Registration Statement. Subject to the satisfaction or waiver by the Investor of the conditions set forth in Annex III, the Company shall be permitted to submit an Advance Notice solely for the purposes of generating proceeds to pay the Deferred Fee notwithstanding the limitations set forth in Section 3.01(a)(iii) herein.
Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company has paid YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $25,000 and, on the date hereof, the Company will issue to the Investor an aggregate of 487,995 Common Shares (the “Commitment Fee Shares”) as a commitment fee.
Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company has paid the Investor or its designee a structuring fee in the amount of $25,000, and the Company shall pay to the Investor a commitment fee in an amount equal to 0.75% of the Commitment Amount by the issuance to the Investor within three Trading Days of the Effective Date of 42,158 Common Shares (collectively, the “Commitment Shares”). The Commitment Shares issued hereunder shall be included on the initial Registration Statement.
Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company has paid to the Investor, a structuring fee in the amount of $25,000 and the Company shall pay a commitment fee in an amount equal to 0.75% of the Commitment Amount (the “Commitment Fee”) by the issuance to the Investor, on the Effective Date such number of Common Shares that is equal to the Commitment Fee divided by the average of the daily VWAPs of the Common Shares during the 3 Trading Days immediately prior to the Effective Date (collectively, the “Commitment Shares”).
Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company has paid YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $10,000 and, and the Company shall pay a commitment fee in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”) by the issuance to the Investor on the date hereof of such number of Ordinary Shares that is equal to the Commitment Fee divided by the daily VWAP of the Ordinary Shares during the Trading Day immediately prior to the date hereof (collectively, the “Commitment Shares”).
Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company or SharonAI has already paid the Investor or its designee a structuring fee in the amount of $25,000. The Company shall pay a commitment fee to the Investor in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”), which shall be due and payable on the earliest of (a) the date of effectiveness of the initial Registration Statement, (b) the Effectiveness Deadline (as defined in the Registration Rights Agreement), and (c) the 180th day from the date hereof. The Commitment Fee may be paid, at the option of the Company, either in cash, or, provided that the Business Combination shall have occurred, by the issuance to the Investor of such number of Common Shares that is equal to the Commitment Fee divided by the average of the daily VWAPs of the Common Shares during the 3 Trading Days immediately prior to such due date (collectively, the “Commitment Shares”).
Commitment and Structuring Fee. Each of the Parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such Party) in connection with this Agreement and the transactions contemplated hereby, except that (i) the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a due diligence fee in the amount of $15,000 which has been paid prior to the date hereof, and (ii) subject to the consummation of the Business Combination, the Company shall pay a commitment fee in an amount equal to 1.5% of the Commitment Amount (the “Commitment Fee”) by the issuance to the Investor on the Effective Date of such number of Common Shares that is equal to the Commitment Fee divided by the average of the daily VWAPs of the Common Shares during the 3 Trading Days immediately following the closing of the Business Combination (collectively, the “Commitment Shares”).
Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to the Investor a structuring fee in the amount of $25,000, which has been paid prior to the date hereof, and a legal fee in the amount of $25,000, which will be paid upon execution of this Agreement. The Company shall pay a commitment fee to the Investor in the form of Common Shares with an aggregate market value equal to $375,000 (the “Commitment Fee”), the market value of which shall be determined based on the closing price of the Common Shares on the date the Registration Statement is declared effective by the SEC (the “Commitment Shares”); provided, however, that the Company may, in its sole discretion, elect to pay any portion of the Commitment Fee in cash in lieu of issuing Commitment Shares, so long as such amount is paid on or prior to the day of filing of the Registration Statement. The Commitment Shares issuable hereunder shall be included on the initial Registration Statement and the Company shall be required to promptly file additional registration statements for the issuance of additional Common Shares necessary to satisfy the Commitment Fee amount, if necessary. The Commitment Shares shall be issued to the Investor within one (1) Business Day of the date of effectiveness of the Registration Statement registering the Commitment Shares. The Commitment Fee shall be fully earned and non-refundable, regardless of whether any Purchase Notices are made or settled hereunder or any subsequent termination of this Agreement.
Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to the Investor or its designee a structuring fee in the amount of U.S.$35,000, which shall be deducted by the Investor from the proceeds payable to the Company at the Closing of the first Advance hereunder, and the Company shall pay a commitment fee in an amount equal to 0.50% of the Commitment Amount (the “Commitment Fee”) by the issuance to the Investor on the Effective Date of such number of Ordinary Shares that is equal to the Commitment Fee divided by the average of the daily VWAPs of the Ordinary Shares during the 5 Trading Days immediately prior to the Effective Date (collectively, the “Commitment Shares”). The Commitment Shares issued hereunder shall be included on the initial Registration Statement.