Consideration; Expenses Sample Clauses
Consideration; Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Representative on behalf of the Underwriters of the following compensation with respect to the Shares that they are offering:
(i) a commission equal to six and half percent (6.5%) of the aggregate gross proceeds received by the Company from the sale of the Shares to investors introduced by the Representative or five and half percent (5.5%) of the aggregate gross proceeds received by the Company from the sale of the Shares to investors introduced solely by the Company;
(ii) a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the ordinary shares;
(iii) warrants to purchase a number of the Company’s ordinary shares equal to an aggregated of five percent (5%) of the total number of shares issued in the offering (the “Representative’s Warrants”). The Representative’s Warrants have an exercise price equal to 125% of the offering price of the ordinary shares sold in this offering, are non-callable and non-cancellable, and may be exercised as to all or a lesser number of shares on a cashless basis. The Representative’s Warrants are exercisable commencing upon the closing of this offering and will expire in three (3) years and are transferable to the Representative’s permitted assignee(s). Any and all Representative’s Warrants to be issued to the Representative will be due and payable upon the closing of this offering and shall be issued to the Representative in conjunction with the closing. The Representative’s Warrants provide for immediate demand and unlimited piggy-back registration rights. The first demand registration right and all piggy-back registration rights are exercisable at the Company’s expense. The demand and piggy-back registration rights expire in three years from the closing of this offering. The Representative’s Warrants also have customary anti-dilution provisions for stock dividends, splits, mergers, and any future stock issuance, etc., at a price(s) below said exercise price per share and shall provide for automatic exercise immediately prior to expiration. The Representative (or permitted assignees) may not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants or the securities underlying the Representative’s Warrants, nor will the Representative engage in any hedging, short sale, derivative, put or call transaction that would result in the effective econ...
Consideration; Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Representative, which, with respect to clause (i) is on behalf of the Underwriters) the following compensation with respect to the Shares:
(i) a commission equal to (i) seven percent (7%) of the aggregate gross proceeds received by the Company from the sale of Shares in the offering, up to US$29,999,999.99, or (ii) six and a half percent (6.5%) of the aggregate gross proceeds if the aggregate gross proceeds exceed US$30,000,000.00;
(ii) a non-accountable expense allowance to be paid to the Representative equal to one percent (1%) of the aggregate gross proceeds received by the Company from the sale of the Shares in the offering; and
(iii) an accountable expense allowance of up to US$300,000 of which up to US$300,000 shall be paid to the Representative at the Closing; provided, that the Company shall pay the accountable expense allowance regardless of whether the transactions contemplated by this Agreement are consummated or this Agreement is terminated. Notwithstanding the foregoing, any advance received by the Representative will be returned to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).
Consideration; Expenses. BDSI shall provide the Services to BND in consideration of the future benefits to inure to BDSI's through its ownership of equity interests in BND and its licensing of certain technology rights to BND. In the event that BDSI incurs evaluation, research or development costs on behalf of BND in connection with a potential licensing program with a third-party, BND shall reimburse such costs to BDSI on a case by case basis only if a final license agreement is signed with such third-party. BND shall reimburse BDSI for such costs promptly following the execution of any such license agreement.
Consideration; Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Representative, which, with respect to clause (i) is on behalf of the Underwriters) the following compensation with respect to the Shares:
(i) a commission equal to six percent (6%) of the aggregate gross proceeds received by the Company from the sale of the Shares in the offering;
(ii) a non-accountable expense allowance to be paid to the Representative equal to one percent (1%) of the aggregate gross proceeds received by the Company from the sale of the Shares in the offering; and
(iii) an accountable expense allowance of up to US$450,000 of which US$200,000 has been paid and the balance of up to US$250,000 shall be paid to the Representative at the Closing; provided, that the Company shall pay the accountable expense allowance regardless of whether the transactions contemplated by this Agreement are consummated or this Agreement is terminated. Notwithstanding the foregoing, any advance received by the Representative will be returned to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).
Consideration; Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Representative on behalf of the Underwriters of the following compensation with respect to the Shares that they are offering:
(i) a commission equal to six and a half percent (6.5%) of the aggregate gross proceeds received by the Company from the sale of the Shares in this Offering;
(ii) an accountable expense allowance of up to US$120,944.87 will be paid to the Representative after the registration statement is declared effective by the Commission; provided, that the Company shall pay the accountable expense allowance regardless of whether the transactions contemplated by this Agreement are consummated or this Agreement is terminated. Notwithstanding the foregoing, any Cash Retainer or advance received by the Representative will be returned to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4);
(iii) a non-accountable expense allowance of one percent (1%) of the aggregate gross proceeds received by the Company from the sale of the Shares in the offering; and
Consideration; Expenses. Subject to the terms and conditions set forth herein, and in conjunction with and as consideration for the Consultant providing the Services, upon the closing of the Company’s initial public offering (the “IPO”) and as part of its flow of funds, the Company agrees to pay Consultant $500,000 in cash to an account(s) designated by Consultant. During the term of this Agreement, the Consultant shall not be reimbursed for any out-of-pocket expenses related to the Services provided to the Company, unless the Company pre-approves such out-of-pocket expenses.
Consideration; Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Representative on behalf of the Underwriters of the following compensation with respect to the Shares that they are offering:
(i) a cash fee equals six and a half percent (6.5%) of the gross proceeds raised from the offer and sale of the Shares;
(ii) a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received from the offer and sale of the Shares;
(iii) an accountable expense allowance of up to $200,000 for the Representative’s out-of-pocket expenses, including advances, in aggregate, of $130,000. Any unused portion of the advances shall be returned to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(4).
Consideration; Expenses. Each Tag-Along Seller participating in a sale pursuant to this Section 1.3(c) shall receive the same per-share consideration after deduction of such Tag-Along Seller’s proportionate share of the related expenses.
Consideration; Expenses. In consideration for the Services to be performed by Consultant pursuant to this Agreement, the Company shall pay the Consultant a consulting fee as follows:
Consideration; Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Representative on behalf of the Underwriters of the following compensation with respect to the Shares that they are offering:
(i) a cash fee equal to seven percent (7%) of the gross proceeds raised in the Offering;
(ii) a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company in the Offering;
(iii) an accountable expense allowance of up to $200,000, $50,000 of which has already been paid to the Representative as an advance against accountable expenses (the “Advance”) as of the date of the and the engagement letter dated February 11, 2025 between the Company and US Tiger (the “Engagement Letter”), $70,000 to be paid upon the filing of the Registration Statement, and the remaining $80,000 to be paid upon the effectiveness of the Registration Statement. Any unused portion of the Advance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A).