Computation and Payment of Success Fees Sample Clauses

Computation and Payment of Success Fees. For the Financing, the Success Fee will be (1) a cash fee equal to 7% of gross proceeds raised by MBA in the Financing (including, without limitation, upon exercise of any warrants issued in Financing) and (2) 7% of the securities issued by the Company to MBA Investors under and in connection with the Financing. The cash portion of the Success Fee will be due and payable upon the closing of each Financing and will be payable directly to MBA from the escrow established for such closing or in such other manner as may be acceptable to MBA.

Computation and Payment of Success Fees. For each Financing, the Success Fee will be a cash fee equal to 10% of gross proceeds raised in the Financing (including, without limitation, upon exercise of any warrants issued in Financing). The cash fee as specified above will be due and payable upon the closing of each Financing and will be payable directly to MBA from the escrow established for such closing or in such other manner as may be acceptable to MBA. Immediately prior to closing of a Financing, the Company will sign a payment authorization letter, in a form to be prepared at the sole discretion of MBA, irrevocably instructing the Financing source or Escrow Agent to deduct the cash fee and non-accountable expense fee due to MBA from the Financing and remit the cash fee and non-accountable expense fee directly to MBA.

Computation and Payment of Success Fees. For each Placement, the Success Fee will be (x) a cash fee equal to 8% of gross proceeds raised in the Placement (excluding exercise of any warrants issued in Placement, which D&C shall be entitled to 5% of the gross proceeds) and (y) warrants (the “D&C Warrants”) to purchase 8% of the total number of shares of common stock issued and issuable by the Company to Investors under and in connection with the Placement, including (without limitation) shares issuable upon conversion or exercise of the securities sold in the Placement, at an exercise price equal to the purchase price of the common stock sold in the Placement or, in the event that securities convertible into common stock are sold in the Placement, the conversion price of such securities. The cash portion of the Success Fee will be due and payable upon the closing of each Placement or exercise of any warrants issued in Placement and will be payable directly to D&C. D&C Warrants will have a two (2) year term (or such longer term as is provided in any warrants issued in the Placement) and will provide for cashless exercise (even if the Investors do not have such a right). D&C Warrants will have the benefit of full ratchet anti-dilution protection against issuances of securities at prices (or with conversion or exercise prices, in the case of convertible securities, warrants, options or rights) below the exercise price of D&C Warrants (except for securities issued upon the exercise or conversion of currently outstanding warrants or convertible securities). The shares underlying D&C Warrants will be included in the first registration statement filed by the Company covering the securities issued in the Placement (or securities issuable upon conversion or exercise thereof). Subject to compliance with federal and state laws and regulations, and the rules of any self-regulatory organization, D&C Warrants will be transferable within D&C’s organization, at D&C’s discretion, or as obligated to participating FINRA member firms. D&C Warrants will contain such other terms and conditions no less favorable to D&C than the term and conditions of any warrants issued to the Investors in the Placement.

Computation and Payment of Success Fees