Engagement and Compensation Sample Clauses

Engagement and Compensation. (a) (i) Subject to the terms and conditions of this Agreement, the Company hereby engages Agent from the date hereof until December 31, 2000, as the Company's exclusive agent in connection with the sale, on a "best efforts" basis, of a minimum of 350,000 Shares up to a maximum of 700,000 Shares. Each of Agent and the Company agree to comply with the terms of that certain Escrow Agreement (the "Escrow Agreement") by and among the Company, Agent, and The Huntington National Bank (the "Escrow Agent") dated June ____, 2000. (The Escrow Agreement is attached hereto as Exhibit B and is incorporated herein by this reference.) The minimum amount of each sale shall be 100 Shares. The maximum amount of any sale shall not exceed 50,000 Shares, except with the Company's consent.
Sample 1Sample 2
AutoNDA by SimpleDocs
Engagement and Compensation. (a) (i) Subject to the terms and conditions of this Agreement, and except as provided in Section 8(c), the Company hereby engages Agent from the date hereof until October 31, 2002, as the Company's exclusive agent in connection with the sale, on a "best efforts" basis, of a minimum of $2,500,000 to a maximum of $5,000,000 in principal amount of Debentures and a like face amount of Equity Contracts. Each of Agent and the Company agree to comply with the terms of that certain Escrow Agreement (the "Escrow Agreement") by and among the Company, Agent, and The Huntington National Bank (the "Escrow Agent") dated _______, 2002. The minimum amount of each sale shall be $10,000, except with the Company's consent. The maximum amount of any sale shall not exceed $500,000, except with the Company's consent. Except with the Company's consent, the aggregate principal amount of Debentures and the aggregate face amount of Equity Contracts sold to each purchaser will be equal.
Sample 1
Engagement and Compensation. (a) The Company hereby authorizes Finder to introduce to the Company potential investors ("Investors") in connection with the Company's proposed sale of approximately $2,300,000 (the "Offering") of equity securities of the Company (the "Securities"), pursuant to the form of investor stock purchase agreement ("Stock Purchase Agreement") annexed as Exhibit A hereto. The Offering shall be made in accordance with Regulation D under the Securities Act of 1933, as amended, or another exemption from registration under applicable securities laws. The Offering will be subject to satisfaction of various conditions prior to the Investors making their investment, some of the conditions are currently set forth in the form of Stock Purchase Agreement, but are subject to further conditions as may be raised by the Investors and/or Finder during the offering period. All proceeds of the Offering will be wired or otherwise paid directly to the Company. It is contemplated that there will be only one closing. This Agreement may be terminated by the Company at any time, but the Company shall remain obligated to pay compensation to Finder and to indemnify Finder, as set forth herein. (b) At closing of the Offering, the Company shall compensate the Finder for its locating Investors for the Offering by issuing to Finder (or its designees) a warrant to purchase shares of common stock, $.001 par value ("Common Stock") of the Company, exercisable for a period of five years from the date of closing and exercisable at a per share price of $.30. The number of shares that will be purchasable under the warrant will be not less than 2,000,000 shares, and this minimum number is subject to a proportionate upward adjustment for that number of securities sold in the Offering in excess of the Securities sold for $2,300,000. (For example, if the Company sells 7,666,666 shares of common stock at $.30, then the Finder will receive a warrant for 2,000,000 shares at $.30 per share. If the Company sells in excess of 7,666,666 shares of common stock, the number of shares underlying the warrant will be determined as follows: 2,000,000 times the actual number of shares sold in the Offering divided by 7,666,666). The warrant will be in Finder's customary form, and contain registration rights, cashless exercise and indemnification provisions customary for the Finder. (c) If during the term of this Agreement or during the twenty four (24) month period immediately after the later of the termination of this ...
Sample 1
Engagement and Compensation. The City hereby engages the DTPIDC and the Chamber and they agree to provide, in accordance with the provisions of this Contract and Ordinance No. 24-1315, the services and improvements described in the Service Plan and future annual service plans to be approved by the DTPIDC and the City Council. The compensation to be paid to the Chamber and the DTPIDC for the administration of the program items shall not exceed the amount established for “Administration” by each annually approved service plan (as same may be later modified pursuant to Section 2.(a) of this Contract). The City shall be reimbursed for all costs incurred related to the administration of the District plus the recovery of costs associated with the payment of the assessment by credit card (i.e. credit card fees).
Sample 1
Engagement and Compensation. (i) Subject to the terms and conditions of this Agreement, and except as provided in Section 9(c), the Selling Shareholder hereby engages Agent from the date hereof until December 31, 2002, as the Selling Shareholder's exclusive agent in connection with the sale, on a "best efforts" basis, of a maximum of 120,000 Shares of Common Stock owned by the Selling Shareholder. (ii) The price at which Agent shall sell the Shares, as agent for the Selling Shareholder, shall be as set forth on the cover page of the Prospectus, and the Selling Shareholder shall pay to Agent a commission of 10.0% of the offering price of the Shares sold to all persons including those Shares sold through other brokers or dealers. Agent shall have the right in its sole discretion to allocate Shares among prospective purchasers. Agent may form a group of securities dealers (the "Selected Dealers"), who are members in good standing of the NASD, pursuant to a Dealer Agreement to find purchasers for the Shares. However, failure to engage any Selected Dealers shall not constitute a failure to discharge its duties under this Agreement. The allocation of Shares among Agent and the Selected Dealers shall be made by Agent. (iii) The Selling Shareholder shall deliver certificates representing the Shares to purchasers (or their designees) through Agent, and shall pay to Agent (or to Selected Dealers designated by Agent to the Selling Shareholder) by check or wire transfer all commissions due under this Section 6, at the time of or as soon as practicable after a sale of Shares under this Agreement. Agent is authorized to withhold commissions due to Agent or to Selected Dealers and amounts due to the Agent and the Company under Section 5(b)(ii) from any proceeds from the sale of Shares that are payable by Agent to the Selling Shareholder. (iv) Agent shall use its best efforts to assist the Selling Shareholder in making sales of the Shares pursuant to the Offering. Agent makes no representations as to the amount of Shares it will be able to sell. There is no firm commitment to sell any certain amount of the Shares by Agent. (v) Agent will only offer and sell the Shares in those states listed on Exhibit A to this Agreement. (b) Agent shall offer the Shares pursuant to the Prospectus.
Sample 1
Engagement and Compensation. You are hereby engaged as a consultant to the Company to review technical, clinical and regulatory documents and publications; serve as the Company’s primary clinical authority; oversee clinical trials, train employees in the demonstration and use of the Company’s products; participate in trade shows and conferences; and perform other services requested by the Company that are ethical, reasonable and mutually agreed upon. For your services, you shall receive ongoing payments in the amount of $22,917.00 per month payable monthly in arrears. As a consultant, you agree to devote such time as may be required to carry out your duties and will provide up to 4 days per week of consulting services and to remain available to answer phone inquiries during normal business hours, these services may be provided off site to Milestone’s headquarters. The consultant will continue to perform other professional services that consist of clinical consulting, performing clinical dentistry and the maintenance of his professional credentials by attending professional meetings or courses as required by his profession.
Sample 1
Engagement and Compensation. The City hereby engages CCTPIDC and the CVB and they agree to provide in accordance with the provisions of this Contract, Resolution No. , and Ordinance No. , the services and improvements described in the Service Plan and future annual service plans to be approved by CCTPIDC and the City Council. The amount to be paid to the CVB for the administration of the program items shall not exceed the amount established for “Administration” by each annually approved service plan (as same may be later modified pursuant to Section 2.(a) of this Contract). The amount to be paid to the City for the administration of the program items shall include the costs associated with the payment of the assessment by credit card (i.e. credit card fees) as well as a $15,000.00 upfront one-time charge and a recurring cost determined annually based on actual City costs related to the District and to be included in the annually approved service plan, reflecting the costs associated with the City performing its duties under this Agreement.
Sample 1
AutoNDA by SimpleDocs
Engagement and Compensation 
Sample 1

Related to Engagement and Compensation

  • Employment and Compensation The following terms and conditions will govern the Executive’s employment with the Company throughout the Term.

  • Services and Compensation Consultant shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

  • Fees and Compensation Managers and Officers may receive such compensation and fees, if any, for their services, and such reimbursement for expenses, as may be determined by resolution of the Board.

  • WAGES AND COMPENSATION Section 1:

  • Complaints and Compensation If you have a complaint of any kind, please be sure to let us know. We will do our utmost to resolve the issue. You can put your complaint in writing to us at:

  • Termination Compensation Termination Compensation equal to two (2) times the Executive's Base Period Income shall be paid to the Executive in a single sum payment in cash on the thirtieth (30th) business day after the later of (a) the Control Change Date and (b) the date of the Executive's employment termination; provided that if at the time of the Executive's termination of employment the Executive is a Specified Employee, then payment of the Termination Compensation to the Executive shall be made on the first day of the seventh (7th) month following the Executive's employment termination.

  • PROFESSIONAL COMPENSATION 11.1 The basic salaries of teachers covered by this Contract shall be set in accordance with the procedures set forth in this Agreement. 11.2 The salary of the teacher will be presumed correct as shown in the Uniform Teacher’s Contract unless the teacher or the Employer furnishes evidence of error. 11.3 An explanation as to how contract salary figures are computed will accompany the first paycheck of each school year. 11.4 Basic salaries for teachers shall be paid in twenty-six (26) payments. Basic salaries for teachers shall be paid in twenty-six (26) payments in a given calendar year. Exceptions may be made with the approval of the Cash Flow Committee. A teacher may receive the balance due on his contract with the first scheduled paycheck in July by written notice to the Business Office by May 1. If May 1 occurs on a day that school is not in session, the deadline shall be the next regular school day. A teacher who makes this election shall continue each year to receive the balance due on his contract with the first scheduled paycheck in July unless he notifies the Business Office by May 1 that he prefers to be paid in twenty-six (26) payments. Teachers will be notified by the Cash Flow Committee of the Xxxxxxx Teachers’ Federation prior to June 1 in the event the balance on teachers’ contracts due on the first scheduled paycheck in July cannot be paid. 11.5 New teachers will receive one half (½) of their first pay one payroll in advance and the remaining one half (½) on the next pay date. 11.6 Effective January 1, 2009, teacher pay will be issued via direct deposit only. 11.7 The Superintendent may approve additional compensation for individual teachers who have been authorized by the Superintendent to perform additional work assignments. 11.8 Payroll deductions for teachers shall be made as required by law or as mutually agreed to by the parties. Teachers may authorize deductions for tax-sheltered annuities during open enrollment periods of the carrier companies involved. 11.9 Deductions for daily absences not covered by provisions in the Contract shall be made at the same rate as earned. 11.10 Effective January 1, 1993, the Board shall pay directly to the Indiana State Teachers Retirement Fund each teacher’s three percent (3%) contribution to the fund. 11.11 The parties recognize that the salaries which appear on Regular Teacher’s Contracts and Teacher’s Temporary Contracts will be inaccurate whenever a salary increase is approved after these contracts have been executed. At the time of a teacher’s retirement, the Employer will review these contracts and, when necessary, revise the contracts for the five (5) years of service before retirement in which the teacher’s annual compensation was highest so they accurately reflect the sums which the teacher earned in each of those five (5) years. 11.12 The parties recognize that students are entitled to be taught by fully qualified teachers, while at the same time recognizing a professional responsibility to assist in the preparation of student teachers. Therefore, supervision by a teacher of a student teacher shall be voluntary. No teacher should serve as a supervising teacher more than one-half (1/2) of the total teaching time each year. This provision was not bargained and has been included for informational purposes only. Should 11.13 If the Employer determines that any committee should continue its work during the summer, teachers belonging to the committee performing such services shall be paid on the same basis and in the same manner as summer school teachers. If the Employer determines that professional development should occur in the summer, specific teachers invited to participate shall be paid on the same basis as summer school teachers.

  • Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:

  • Employment Compensation Schedule 3.16 contains a true and correct list of all employees to whom Company is paying compensation, including bonuses and incentives, at an annual rate in excess of Fifteen Thousand Dollars ($15,000) for services rendered or otherwise; and in the case of salaried employees such list identifies the current annual rate of compensation for each employee and in the case of hourly or commission employees identifies certain reasonable ranges of rates and the number of employees falling within each such range.

  • Your Compensation (a) Your concession, if any, on your sales of Portfolio shares will be as provided in the Prospectus or in the applicable schedule of concessions issued by us and in effect at the time of our sale to you. Upon written notice to you, we or any Portfolio may change or discontinue any schedule of concessions, or issue a new schedule. (b) If a Portfolio has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (a "Plan"), we may make distribution payments or service payments to you under the Plan. If a Portfolio does not have a currently effective Plan, we or Fidelity Management & Research Company may make distribution payments or service payments to you from our own funds. Any distribution payments or service payments will be made in the amount and manner set forth in the Prospectus or in the applicable schedule of distribution payments or service payments issued by us and then in effect. Upon written notice to you, we or any Portfolio may change or discontinue any schedule of distribution payments or service payments, or issue a new schedule. A schedule of distribution payments or service payments will be in effect with respect to a Portfolio that has a Plan only so long as that Portfolio's Plan remains in effect. (c) Concessions, distribution payments, and service payments apply only with respect to (i) shares of the "Fidelity Funds" (as designated on Schedule A attached to this Agreement) purchased or maintained for the account of Bank Clients, and (ii) shares of the "Fidelity Advisor Funds" (as designated on Schedule B attached to this Agreement). Anything to the contrary notwithstanding, neither we nor any Portfolio will provide to you, nor may you retain, concessions on your sales of shares of, or distribution payments or service payments with respect to assets of, the Fidelity Funds attributable to you or any of your clients, other than Bank Clients. When you place an order in shares of the Fidelity Funds with us, you will identify the Bank on behalf of whose Clients you are placing the order; and you will identify as a non-Bank Client Order, any order in shares of the Fidelity Funds placed for the account of a non-Bank Client. (d) After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, any concessions, distribution payments, or service payments will be allowable or payable to you only in accordance with such change, discontinuance, or termination. You agree that you will have no claim against us or any Portfolio by virtue of any such change, discontinuance, or termination. In the event of any overpayment by us of any concession, distribution payment, or service payment, you will remit such overpayment. (e) If any Portfolio shares sold to you by us under the terms of this Agreement are redeemed by the issuing Portfolio or tendered for redemption by the customer within seven (7) business days after the date of our confirmation of your original purchase order for such shares, you agree (i) to refund promptly to us the full amount of any concession, distribution payment, or service payment allowed or paid to you on such shares, and (ii) if not yet allowed or paid to you, to forfeit the right to receive any concession, distribution payment, or service payment allowable or payable to you on such shares. We will notify you of any such redemption within ten (10) days after the date of the redemption.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!