Compensation to the Placement Agent Sample Clauses

Compensation to the Placement Agent. As compensation for your services hereunder the Company agrees to cause the Company to pay to you, as a selling commission, an amount equal to ten percent (10%) of the gross offering proceeds for each Share sold through you, and reimbursement of certain of your out of pocket expenses. All such compensation under this Agreement shall be payable not later than ten (10) days following the closing in which the Investor purchases the Shares. Also as compensation for your services hereunder the Company agrees to cause the Company to pay to you, as a selling commission, Placement Agent Warrants (the "Placement Agent Warrants") to purchase the number of shares of Common Stock of each Company equal to 30% of the number of Shares of each Company sold by you in the Offering at an exercise price of $0.255 per share, not later than ten (10) days following the closing in which the Investor purchasing the Shares is admitted to the Companies. The Placement Agent Warrants shall be exercisable for seven years following the completion of the Offering. The Placement Agent Warrants shall provide for cashless exercise pursuant to which the holder of the Placement Agent Warrants will receive upon exercise the number of Shares otherwise issuable upon such exercise, less the number of Shares having an aggregate Current Market Price on the date of exercise equal to the exercise price per share multiplied by the number of Shares for which the Placement Agent Warrants are being exercised and/or by delivery to the Company by the holder of the Placement Agent Warrants the number of Shares having an aggregate Current Market Price on the date of exercise equal to the exercise price multiplied by the number of Shares for which the Placement Agent Warrants are being exercised. For purposes of the Placement Agent Warrants, the term "Current Market Price" shall mean (a) if the Shares are traded on the Nasdaq National Market ("NNM") or on a national securities exchange, the per share closing price of the Shares on the date of exercise of the Placement Agent Warrants or (b) if the Shares are traded in the over-the-counter market and not in the NNM or a national securities exchange, the average of the per share closing bid prices of the Shares during the thirty (30) consecutive trading days immediately preceding the date in question, as reported by the Nasdaq SmallCap Market (or an equivalent generally accepted reporting service if quotations are not reported on the Nasdaq SmallCap Market). The...
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Compensation to the Placement Agent. For your services hereunder the Company agrees to pay to you: (i) a selling commission, in an amount equal to ten percent (10%) of the gross offering proceeds for each Preferred Share sold through the Placement Agent and (ii) a non-accountable expense allowance equal to three percent (3%) of the gross offering proceeds for each Preferred Share sold through the Placement Agent. The sales commission and non-accountable expense allowance provided for under this Agreement shall be payable by the Company to the Placement Agent within ten (10) business days following the Company's acceptance of the Subscription Agreement. Payment of the above compensation is subject to the following conditions: No compensation will be payable with respect to any subscriptions for Preferred Shares which are rejected by the Company; and No compensation will be payable to you with respect to any sale of Preferred Shares sold by you until such time as the Company has received the total proceeds of any such sale. No compensation will be payable with respect to transactions in jurisdictions where such payments may not legally be made. You may waive all your compensation in connection with any sales of Preferred Shares to you, the Company and certain officers, directors, employees or affiliates of you or the Company, and you in your discretion may waive all or a portion of your compensation in connection with any sales of Preferred Shares to other purchasers with whom the Company or their affiliates have a business relationship. In no event will the value of the total compensation exceed the amount allowable in connection with the Company' obtaining the benefits of the exemptions from the qualification requirements of state securities laws. On the Final Closing Date, the Company shall issue to the Placement Agent, or its designees, five-year warrants (the "Placement Agent Warrants") to purchase the number of shares of Preferred Stock equal to 10% of the number of Preferred Shares sold in the Offering. The Placement Agent Warrants shall be transferable to officers, directors, consultants and shareholders of the Placement Agent. The Placement Agent Warrants shall contain registration rights similar to such rights provided to the holders of the Preferred Shares.
Sample 1

Related to Compensation to the Placement Agent

  • COMPENSATION TO THE ADVISOR The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund.

  • Compensation to the Sub-Adviser For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in Schedule B which is attached hereto and made part of this Agreement. The fee will be calculated based on the average daily value of the Assets under the Sub-Adviser's management and will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

  • Confirmation to the Company If acting as sales agent hereunder, the Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has placed Shares hereunder setting forth the number of shares sold on such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof.

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Compensation to the Master Servicer The Master Servicer shall be entitled to receive a monthly fee equal to the Master Servicing Fee, as compensation for services rendered by the Master Servicer under this Agreement. The Master Servicer also will be entitled to any late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any investment income on funds on deposit in the Certificate Account and any Liquidation Profits to which a Servicer is not entitled under its Servicing Agreement.

  • Notification to the Union The Employer will notify the JHSC and union in writing of all incidents related to violence within 4 days. For critical injuries the Employer will notify the JHSC and the union immediately and in writing within 48 hours. Such notices will contain all of the information as prescribed in section 5 of the health care regulation.

  • COMPENSATION TO CONSULTANT The Consultant's compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference.

  • COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER The Fund will pay to the Manager as compensation for the Manager's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly at the annual rate of 0.45% of the Fund's average daily net asset value. Such average daily net asset value of the Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month while this Contract is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Trust are qualified for offer and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's expenses to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

  • Placement Agent’s Fee The Company shall pay to Rodman a cash placement fee (the “Placement Agent’s Fee”) equal to 7% of the aggregate purchase price paid by each purchaser of Securities that are placed in the Offering. The Placement Agent’s Fee shall be paid at the closing of the Offering (the “Closing”) from the gross proceeds of the Securities sold.

  • Placement Agent’s Fees Except as set forth on Schedule 2.12, no brokerage or finder’s fee or commission are or will be payable to any Person with respect to the transactions contemplated by this Agreement based upon arrangements made by the Company or any of its affiliates. The Company agrees that it shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by Purchaser) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any claim for any such fees or commissions.

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