Fee Tail. Xxxxxx shall be entitled to a Placement Agent’s Fee and Xxxxxx Warrants, calculated in the manner provided in Paragraph A, with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom Xxxxxx had introduced, directly or indirectly, to the Company during the Term, if such Tail Financing is consummated at any time within the 18-month period following the expiration or termination of this Agreement (the “Tail Period”).
Fee Tail. The Placement Agent shall be entitled to the cash fees and Placement Agent’s Warrants calculated in the manner described in Section 1 hereto with respect to any private or public offering or other financing or capital raising transaction of any kind consummated within 12 months period of the termination or expiration of this Agreement with an investor whom the Placement Agent has, directly or indirectly, introduced to the Company during the term of this Agreement.
Fee Tail. If at any time from the date hereof until twelve (12) months following the Closing Date the Company consummates an offering which (i) provide for a sale of its Ordinary Shares or any of its other securities or (ii) to obtain financing or other benefits, in each case with any person introduced to the Company by the Representative prior to the Closing Date and not-known to the Company before such introduction (the “Tail Investors”), then the Company shall promptly pay the Representative an amount equal to 7% of the gross proceeds received by the Company in such transaction. The Representative shall deliver to the Company within 10 days of the Closing Date a list of all Tail Investors and proof of introduction of such investors to the Company, which list shall be deemed to be accepted by the Company unless the Company objects to any such Tail Investor within 10 days of its receipt of the list from the Representative, upon which time the parties will discuss in good faith the exclusion or inclusion of any such individual or entity as a Tail Investor. Any and all fees payable under this Section 4(a) shall be payable upon the closing of such transaction. The right to receive a fee in connection with this Section 4(a) shall be subject to FINRA Rule 5110(g)(5)(B), and the Company shall have a right of termination for cause, which includes that the Company may terminate the Representative’s engagement upon the Representative’s material failure to provide the underwriting services required by this Agreement. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of any tail financing fee, including the tail financing set forth above.
Fee Tail. The Placement Agent’s Fee and expense reimbursements provided above shall be due and payable to Wxxxxxx irrespective of whether the Investors consummate the Offering during the term of this Agreement or thereafter. In addition, the Placement Agent shall be entitled to a Placement Agent’s Fee, calculated and distributed in the manner provided in Section 1 hereof, with respect to any future public or private offering or other financing or capital raising transaction of any kind provided to the Company by the Investors at any time within the 12-month period following the expiration or termination of this Agreement.
Fee Tail. The Company shall pay to the Placement Agent the Placement Agent Fee with respect to, and based on, any investment by any party (a “Post-Closing Investor”) introduced to the Company by Placement Agent which invests in the Company at any time prior to the date twelve (12) months after the later to occur of the Termination Date or the final Closing.
Fee Tail. If at any time from the date hereof until twelve (12) months following the Closing Date the Company consummates an offering which (i) provide for a sale of its Ordinary Shares or any of its other securities or (ii) to obtain financing or other benefits, in each case with any person introduced to the Company by the Representative prior to the Closing Date and not-known to the Company before such introduction (the “Tail Investors”), then the Company shall promptly pay the Representative an amount equal to 7% of the gross proceeds received by the Company in such transaction. The Representative shall deliver to the Company within 10 days of the Closing Date a list of all Tail Investors and proof of introduction of such investors to the Company, which list shall be deemed to be accepted by the Company unless the Company objects to any such Tail Investor within 10 days of its receipt of the list from the Representative, upon which time the parties will discuss in good faith the exclusion or inclusion of any such individual or entity as a Tail Investor. Any and all fees payable under this Section 4(a) shall be payable upon the closing of such transaction.
Fee Tail. In the event that the Company makes any sales of Securities to Introduced Investors during the period between December 1, 2006 and November 30, 2007 (the “Tail Period”), the Company shall pay to Xxxx and Xxxxxxx Xxxxx in the aggregate a cash placement fee equal to eight and one-half percent (8.5%) of the aggregate cash purchase price of such Securities; provided that such sale of securities is not an Exempt Sale. In the case of a merger, acquisition, joint venture or other strategic transaction during the Tail Period, no fee shall be paid to Placement Agents with respect to the issuance or sale of Securities in connection with such merger, acquisition, joint venture or other strategic transaction. For purposes of this Paragraph D, “Exempt Sale” shall mean any of the following: (i) the issuance by the Company of non-convertible promissory notes, (ii) the issuance of securities by the Company in connection with the provision of services to the Company or its affiliates, (iii) the issuance of securities by the Company in connection with any license or manufacturing agreement, and (iv) the issuance of any securities by the Company in connection with any government or foundation grants, loans or other financings. Xxxx and Xxxxxxx Xxxxx agree to divide the cash and non-cash compensation described in Section D as follows: ninety percent (90%) to Xxxx and ten percent (10%) to SpencerTrask on any Introduced Investor introduced by Xxxx, and ninety percent (90%) to SpencerTrask and ten percent (10%) to Xxxx on any Introduced Investor introduced by Xxxxxxx Xxxxx.
Fee Tail. Provided that (x) an Offering is consummated during the Term for a minimum of $40 million through the sale of 8,000,000 of the Public Entity’s common stock (the “Minimum Offering”) or (y) the Placement Agents have arranged for qualified investors prepared to close on at least the Minimum Offering prior to the Initial Outside Date and this Agreement is thereafter terminated prior to the consummation of a Minimum Offering (a “Qualifying Termination”), the Placement Agents shall be entitled to a Financing Fee and Broker Warrants, calculated in the manner provided in Paragraph C, with respect to any subsequent private placement of equity or equity-linked securities (a “Subsequent Financing”), to the extent that the Subsequent Financing is provided to either the Company or the post-Merger Public Entity, or to any affiliate of either the Company or the post-Merger Public Entity, by investors whom the Placement Agents had “introduced” (as defined below), directly or indirectly, to the Company during the Term, if such Subsequent Financing is consummated at any time within the 90-day period following the closing of at least the Minimum Offering or the Qualifying Termination, as applicable (the “Tail Period”); provided, however, that if the Offerings consummated during the Term are for an aggregate amount of $60 million through the sale of no more than 12,000,000 shares of the Public Entity’s common stock, then the Tail Period shall be deemed to end upon the earlier of (i) 45 days after such closing date or (ii) 60 days after the initial closing date. A party “introduced” by the Placement Agents shall mean an investor who was identified by the Placement Agents and either (i) met with the Company and/or had a conversation with the Company either in person or via telephone regarding the Offering or (ii) was provided by the Placement Agents with a copy of the Company’s offering memorandum (or other materials prepared and/or approved by the Company in connection with the Offering) based upon such investor expressing a direct interest to the Placement Agents in investing in the Offering; and, in each instance, as listed on an Exhibit that the Placement Agents shall provide in writing to the Company within 10 days following the closing of at least the Minimum Offering or the Qualifying Termination, as applicable.
Fee Tail. The Placement Agents shall be entitled to the cash fees calculated in the manner described in Section 3 hereto with respect to any private or public offering or other financing or capital raising transaction of any kind consummated within six (6) months from the Closing Date with an investor whom the Placement Agents have, directly or indirectly, introduced to the Company during the term of this Agreement. Notwithstanding the foregoing, this Section 15 shall not apply to any sale of equity securities to DaVita, Inc., a Delaware corporation (or any of its affiliates), Fresenius Medical Care North America, Innovative Renal Care, LLC, Sanderling Renal Services, Inc. or OrbiMed Advisors, LLC.
Fee Tail. The Representative shall be entitled to compensation calculated in the manner set forth herein with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Representative contacted following the execution of the Financing Engagement Agreement dated September 27, 2024 (the “Engagement Agreement”) between the Representative and the Company, if such Tail Financing is consummated at any time prior to the eighteen (18) month anniversary of the Engagement Agreement.
