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 shall pay to the Investor, a structuring fee in the amount of $25,000, which has been paid prior to the date hereof. The Company shall pay a commitment fee in an amount equal to 1% 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 three-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 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 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 has paid the Investor a structuring fee in the amount of $25,000, and the Company shall pay a commitment fee (the “Commitment Fee”) by the issuance of 1,000,000 Ordinary Shares (the “Commitment Shares”) to the Investor within three Trading Days of the Effective Date.
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, or such other person as the Investor may direct, a structuring fee in the amount of $25,000 and, 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 Common Shares that is equal to (i) the Commitment Fee divided by (ii) the closing price of the Common Shares as reported as the Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the Effective Date (collectively, the “Commitment Shares”). No fractional shares shall be issued in respect of the Commitment Fee, and the Commitment Shares to be issued hereunder shall be rounded up to next whole share if necessary to avoid issuing fractional shares in respect of the 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 (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 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 (i) Graphjet, on behalf of the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $10,000 which shall be paid within five days from 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 0.25% of the Commitment Amount (the “Commitment Fee”), which at the option of the Company, the Company may pay (i) by the issuance of Common Shares (collectively, the “Commitment Shares”) to the Investor in two installments as follows: (a) on the Effective Date the Company shall issue to the Investor such number of Common Shares that is equal to one half of the Commitment Fee divided by the average of the daily VWAPs of the Ordinary Shares during the 5 Trading Days prior to the Effective Date, and (b) on the 6-month anniversary of the Effective Date the Company shall issue to the Investor such number of Ordinary Shares that is equal to one half of the Commitment Fee divided by the average of the daily VWAPs of the Ordinary Shares during the 5 Trading Days prior to the 6-month anniversary of the Effective Date; or (ii) in cash by wire transfer to the Investor in 2 equal installments on the Effective Date and on the 6-month anniversary of the Effective Date.
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 $10,000, which the Investor acknowledges has been received prior to the date hereof. The Company shall pay to the Investor a commitment fee in the aggregate amount of 217,203 shares of Class A Common Stock (the “Commitment Shares”) to the Investor in three equal installments of 72,401 Commitment Shares each. The (i) first installment shall be issued to the Investor on the date of this Agreement or promptly thereafter; (ii) second installment shall be issued to the Investor on the three-month anniversary of the date of this Agreement; and (iii) third installment shall be issued to the Investor on the six-month anniversary of the date of this Agreement; provided that, in the case of the second and third installments of the Commitment Share issuances, if on the scheduled date of issuance of such Commitment Shares (x) a Registration Statement is not effective for resales of such Commitment Shares, (y) a Black Out Period is imposed or (z) a Material Outside Event shall have occurred and be continuing, such Commitment Shares will be issued on the scheduled date of issuance of such Commitment Shares, without penalty, notwithstanding that a Registration Statement is not effective for resales of such Commitment Shares, a Black Out Period is imposed or a Material Outside Event shall have occurred and be continuing, and the Company shall not be in violation of any other provision of this Agreement as a result thereof.
