Compensation of Services. Compensation for the Services provided under this Agreement shall be provided in accordance with the compensation schedule attached hereto as Exhibit A. The Contractor shall be responsible for all expenses it incurs in performance of this Agreement and shall not be entitled to any reimbursement or compensation except as provided herein, unless said reimbursement or compensation is approved in writing by the District in advance of incurring such expenses. Exhibit A may take any form. In the event of any conflict between terms set forth in the body of this Agreement and terms set forth in Exhibit A, the terms in the body of this Agreement shall govern.
Compensation of Services. Landscape Architect's compensation for Services shall be set forth in the Proposal(s).
Compensation of Services. A. In partial payment for its services hereunder, JWGenesis shall receive from the Company a nonrefundable $20,000 performance fee, payable in cash upon the execution hereof. In addition, the Company shall issue to JWGenesis upon the execution hereof warrants to purchase 200,000 shares of common stock of the Company, one-half at 50.10 per share and one-half at $0.40 per share. The warrants shall expire five years from the date of issuance, or one year from the date of issuance if no Transaction has been consummated, and the terms and conditions governing such issue of the warrants shall be in accordance with Appendix B hereto annexed.
B. If any Transaction is consummated during the Term or within eighteen months after the end of the Term with the Targets or with another party or parties (the "Other Targets") introduced to the Company by JWGenesis or contacted at the Company's request by JWGenesis during the Term, the Company shall pay JWGenesis in cash (except with respect to the proviso at the end of the paragraph below) at the closing of each such Transaction, a transaction fee ("Transaction Fee") equal to the sum of one and one-half percent (1.5%) of the aggregate consideration of a Transaction (the "Aggregate Consideration"). Aggregate Consideration is defined and computed as follows:
1. The total sale proceeds and other consideration paid or received by (i) the Targets or Other Targets, (ii) participants in the Target's or Other Targets' phantom or other equity plans, (iii) recipients of a share of the Transaction proceeds or similar incentive arrangements and/or (iv) holders of the Target's or Other Targets' stock, options, warrants and convertible securities ((i), (ii), (iii) and (iv) collectively being defined as the "Stakeholders") upon the consummation of any Transaction (including payments made in installments, paid into escrow and/or deferred), inclusive of cash, debt and equity securities, notes, property, shareholder payables and indebtedness assumed or retired, agreements not to compete, consulting agreements and unusual employment contracts, plus the total value of any interest-bearing liabilities and long-term liabilities assumed or retired, the net value of any current assets not purchased in an assets Transaction, the aggregate amount of any dividends (except regular dividends paid in conformity with past practice) or other distributions paid by the Target or Other Targets to the Stakeholders after the date hereof and the imputed value o...
Compensation of Services. Subject to approval by the United States Bankruptcy Court, and pursuant to the provisions of the Bankruptcy Code and Rules:
Compensation of Services. In consideration of services performed, the Company agrees to pay or compensate GMA as follows:
a. Upon invoice, reimbursement for all reasonable documented expenses incurred in connection with the performance of GMA's services pursuant to this Agreement, including the cost of legal counsel retained on our behalf. Expenses shall primarily consist of, but are not limited to legal, travel, delivery and data services as well as other related communications expenses. Once expenses reach an aggregate total of $30,000, GMA will seek the Company's approval before accruing any additional expenses; provided, however, legal fees will not exceed $20,000. It is anticipated that the Company will pay for road show expenses directly and that counsel retained by the Company will be responsible for preparing the required offering materials. The Company agrees to pay GMA and be responsible for the following fees (the "Success Fee") upon payment to the Company of the funds in escrow upon the termination of the Escrow Agreement as described in the Registration Statement (the "Closing"):
b. If less than $10.5 million is transferred from the escrow account to the company on the date of Closing (the "Closing Date"), the Success Fee shall equal the product of $0.15 per share times the number of shares sold by GMA retail brokers to their retail clients and contacts, not including any shares sold to GMA's partners, Board of Directors members, or Advisory Board members.
c. If more than $10.5 million is deposited into the escrow account on or prior to six (6) months from the acceptance of this Agreement and the Closing occurs, the Success Fee shall equal the lesser of: (i) the sum of $100,000 plus the product of 2/15 times the amount deposited into the escrow account above $10.5 million, or (ii) $300,000.
d. If $12 million is deposited into the escrow account within two (2) months after the Registration Statement is initially filed with the Securities and Exchange Commission and the Closing occurs, the Success Fee will be increased by $100,000.
e. If $12 million is deposited into the escrow account between two months and four months after the Registration Statement is initially filed with the Securities and Exchange Commission and the Closing occurs, the Success Fee will be increased by $50,000.
Compensation of Services. In consideration of services performed, the Company agrees to pay or compensate GMA as follows:
a. A Retainer Fee ("Retainer Fee") equal to 50,000 shares of restricted common stock of AutoTow will be issued to GMA upon execution of this Agreement.
b. Upon invoice, reimbursement is due for all reasonable expenses incurred in connection with the performance of GMA's services pursuant to this Agreement. Such expenses shall primarily consist of, but are not limited to, travel, delivery and data services as well as other related communications expenses. Once expenses reach an aggregate total of $7,500, GMA will seek the Company's approval before incurring any additional expenses. Upon completion of a Transaction, GMA shall receive:
c. A Success Fee ("Success Fee"), payable in cash at closing, equal to 4% of the total amount of Financing either funded or committed to the Company, excluding any funded amount provided by the shareholders of the Company or Banyan Capital through a private placement of preferred stock, or other equity type securities, currently expected to be between $750,000 and $2 million, or an affiliated entity of GMA.
d. In addition, the Company shall issue to GMA common stock purchase warrants ("GMA Warrants") exercisable for six (6) years from the closing date of any Transaction, to purchase 2.0% of the fully diluted common stock, post Transaction, of the Company for a purchase price of $0.01 per share. The Warrants will have unlimited piggyback registration rights as well as standard anti-dilution provisions.
Compensation of Services. In consideration of services performed by Advisor herein, Client agrees to pay the Advisor a fee as described on Exhibit "A", attached hereto. Advisor is authorized to charge against Client's account for the amount of any fees that become due and payable; provided, however, a copy of each fee statement sent to the Custodian is, at the same time, sent to the Client. The parties hereto agree that the Advisor shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the fund of the Client. Exhibit A shows annual fee percentages, a quarter of which is assessed at the end of each quarter. Fees are charged in arrears, not prepaid.
Compensation of Services. A. In partial payment for its services hereunder, Hallmark shall receive from the Company a non-refundable financial advisory fee of $15,000, payable upon execution of this Agreement by the Company, which amount shall be credited in full against any Transaction Fee payable hereunder.
B. If any Transaction is agreed to during the Term or within eighteen months after the end of the Term with, through or as a result of, a party introduced to the Company or contacted by Hallmark or the Company during the Term, the Company shall pay Hallmark, or cause Hallmark to be paid, in cash at the closing of each such Transaction, a transaction fee ("Transaction Fee") equal to: (i) five percent (5%) of the aggregate consideration of each such Transaction (the "Aggregate Consideration"), subject to a minimum Transaction Fee of $50,000 on the completed Transaction, or (ii) zero percent (0%) for that portion of any Transaction with [illegible]. Payment in full of Hallmark's fees shall be a condition precedent to the closing of any Transaction.
C. If the Company and/or its shareholders accept a bona fide Transaction proposal from one or more third parties, and (except due to a breach by or failure of condition under the control of each such third party) no Transaction is consummated within eighteen months after the Term of this Agreement whereby Hallmark is paid a Transaction Fee by the Company, then the Company shall pay Hallmark a performance fee of $50,000.
Compensation of Services. CDJFS and Sponsor agree no compensation shall be provided to Sponsor by CDJFS in exchange for providing the WEP worksite placement service. No monetary value is assigned to this MOU.
Compensation of Services. The Company has agreed to grant to Xxxxx stock options to purchase 200,000 common shares in the Company. The right for Xxxxx to purchase shares under the stock option agreement will vest immediately after options are granted. Such options are subject to the approval of the shareholders of the Company as well as the Vancouver Stock Exchange and any other applicable regulatory bodies. The pricing of the options are subject to Vancouver Stock Exchange rules and policies. Such approvals as are required shall be obtained by the Company and provided Xxxxx at or before execution hereof. The Company shall advise Xxxxx in writing if the stock option price set forth in the agreement conflicts with the VSE rules and policies and, if so, Xxxxx and the Company shall agree on the per share option price prior to execution hereof. The stock issued under such option will not be freely tradable and must be resold pursuant a registered offering and under an applicable exempt under the US securities laws. The option will expire in 2 years from the grant of the option. Xxxxx and the Company agree that the compensation represented by the stock options covering the 200,000 shares is a non-refundable payment for the engagement of Xxxxx'x services. If the Company decides not to renew this agreement, no refund will be forthcoming to the Company or be payable by Xxxxx. If the Company shall register any of its securities for public sale, Perry, in its discretion, shall have the right to piggyback some or all of its restricted shares of the Company in such registration statement, subject to any required consent by the Company's underwriter. The Company shall to its best effort registers the stock options for Xxxxx in the US. Xxxxx shall only be responsible for direct costs relating to the sale of its shares thereby, such as brokerage commissions or underwriters discount prospectus cost pro rata to the number of prospectuses supplied by Xxxxx, SEC and blue sky filing fees.
