Exclusive Financial Advisor Sample Clauses

Exclusive Financial Advisor. No Member or any Affiliate of any Member, shall be entitled to compensation from the Company in connection with any matter that may be undertaken in connection with the fulfillment of its duties and responsibilities hereunder, except (i) as provided in this Section 4.4, Section 4.10, Section 4.12, Section 4.13 or Article 8; (ii) as set forth in the Asset Management Agreement; or (iii) as set forth in an Approved Budget. The Members recognize that in connection with a Loan Guaranty or other recourse obligation provided or incurred by a Member (or an Affiliate of a Member) to a lender providing financing to the Company, the Subsidiaries or the Property (other than limited, customary recourse carve-outs to a non-recourse financing, such as fraud and misappropriation and environmental indemnities), the Member (or such Affiliate) providing or incurring such guaranty or other recourse obligation shall be paid by the Capital Members other than MLPC an aggregate fee equal to two percent (2%) per annum of the amount of such guaranty or other recourse obligation (the “Credit Enhancement Fee”). Any amounts received as Credit Enhancement Fees shall not be deemed to be a distribution to or should affect the Capital Account of the Member providing such Loan Guaranty or recourse obligations.
Sample 1
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Exclusive Financial Advisor. Under the Engagement Letter, the Representative has been engaged as the exclusive financial advisor for a term that will expire upon the later to occur of (i) eighteen (18) months after the date of the Engagement Letter, (ii) twelve (12) months after the Closing Date of the Offering or (iii) the mutual written agreement of the Company and the Representative to terminate such role. This term may be extended for additional six (6) month periods under the same terms and conditions as described in the Engagement Letter. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, By: /s/ Jxxx X. Xx Name: Jxxx X. Xx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Lxxxxxx Xxxxx Name: Lxxxxxx Xxxxx Title: President Underwriter Total Number of Firm Shares to be Purchased Boustead Securities, LLC 0 EX Xxxxxx LLC 810,590 Sxxxxx Securities, Inc. 739,410 Number of Firm Shares: 1,550,000 Public Offering Price per Firm Share: $4.00 Underwriting Discount per Firm Share: $0.28 Non-Accountable Expense Allowance per Firm Share: $0.04 None. None. Jxxx X. Xx, X.X. XXX and Chairman of the Board of Directors Nxxx Xxxxxxxx, Ph.D. Chief Scientific Officer Rxxxxxxxxxxx Xxxxxx. Ph.D. Vice President of Research and Development Dxxx Xxxxxxxxx Chief Financial Officer Hxxx X. Xxx, X.X. Xxxxxxxx Rxxxxxxx Xxxxxxx M.D., Ph.D. Director Designate Hxxxxx Mxxxxxx Xxxxxxx, M.D., Ph.D. Director Designate Exxxx Xxxxxx Shareholder Txxxx Xxxxx Capital, LLC Shareholder Avander Holdings LLC Shareholder Belmet Therapeutics LLC Shareholder Tracon Pharmaceuticals Shareholder Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Boustead Securities, LLC (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Kairos Pharma, Ltd., a Delaware corporation (the “Company”), and the Underwriter, relating to the proposed public offering (the “Offering”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, and in ...
Sample 1

Related to Exclusive Financial Advisor

  • Financial Advisor No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of Parent.

  • Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • No Financial Advisor Other than the Underwriters, no person has the right to act as an underwriter or as a financial advisor to the Company in connection with the transactions contemplated hereby.

  • No Financial Advisor, Placement Agent, Broker or Finder The Company represents and warrants to the Investor that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor represents and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, attorneys' fees and out of pocket expenses) arising in connection with any such claim.

  • Brokers and Financial Advisors Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

  • Brokers, Finders and Financial Advisors No broker, finder or financial advisor has acted for Purchaser in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with Purchaser.

  • Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.

  • Investment Sub-Advisory Services Subject to the supervision of the applicable Corporation’s Board of Directors (“Board”) and the Adviser, the Sub-adviser shall act as the investment sub-adviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

  • Opinion of Financial Advisors SECTION 3.20

  • Opinion of Financial Advisor The Company has received the opinion of Merrxxx Xxxcx & Xo., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger is fair to such stockholders from a financial point of view, and a signed copy of such opinion has been delivered to Parent.

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