Financial Advisory Services. 3.1 Helix hereby engages ACM to find and introduce to Helix potential Investors, not residents of Canada or the United States, in respect of private placements (“Placements”) of Helix treasury shares (“Securities”). ACM will only find and introduce to Helix Investors who fit within the definition of an “accredited investor”, as set out in Schedule “A” attached.
3.2 ACM will provide Helix with the names and contact information of any potential Investors. Helix will then advise ACM whether the potential Investor has already been introduced to Helix, or whether such potential Investor may be an “ACM Contacted Investor” for purposes of this Agreement.
3.3 Should an ACM Contacted Investor successfully complete a Placement with Helix within six months of such investor being disclosed to Helix by ACM, then ACM shall have earned and be entitled to a fee equal to 12.5% of the funds raised. Such fee shall be payable to ACM within 10 business days following the closing of the Placement, and the receipt by Helix of the gross proceeds of the Placement.
3.4 ACM acknowledges that this Agreement and any fee ultimately payable to ACM as a result of a Placement may be subject to approval of such regulatory authorities as may have jurisdiction over Helix and the Placements, including but not limited to The Toronto Stock Exchange (“TSX”), NYSE Amex and the Securities and Exchange Commission of the United States.
3.5 The terms and conditions of the Placements and the acceptance thereof will be in the sole and exclusive discretion of Helix.
3.6 ACM will only contact ACM Contacted Investors for purposes of this Agreement, and will only provide and disclose to ACM Contacted Investors, information which has been approved by Helix and ACM will ensure that any ACM Contacted Investor is provided with any new or updated information provided to ACM by Helix on a timely basis.
3.7 ACM acknowledges that ACM Contacted Investors are only to be Investors who are not residents of Canada or the United States and who are purchasing for their own account and not for the benefit of any resident of Canada or of the United States. Accordingly:
(a) ACM will only contact ACM Contacted Investors who it reasonably believes to be resident of a country other than Canada or the United States who are purchasing for their own account;
(b) If an ACM Contacted Investor provides a signed subscription agreement to Helix, ACM will, at the request of Helix, provide Helix with its certificate that the subscriber ...
Financial Advisory Services. The Client has retained Advisor to prepare a written financial plan or recommended investment allocation and in some cases specific investment security recommendations based on the Client's individual financial needs and circumstances as documented in a client questionnaire or other such documents or otherwise communicated information that informs the Advisor about the Client’s assets, goals, priorities and risk tolerance. The Client authorizes Advisor to enter into such agreements and make such representations, as may be necessary or proper in connection with the performance of its duties under this Agreement. Because the financial plan will be based on the information that the Client provides to Advisor, the completeness and accuracy of the information provided by the Client is very important. Once the Client has received the written financial plan, the Client will have the sole responsibility for determining whether to implement the recommendations contained therein. The Advisor will review and update the Client’s financial plan no less frequently than annually for changes in the Client's financial situation, plan objectives or plan objectives’ relative priorities or upon demand by the Client or whenever the Advisor considers a plan update and review is in the Client’s best interest or should there be a material change in circumstances for the Client.
Financial Advisory Services. DCAA will provide general advice on accounting, auditing, and financial matters in areas of DCAA responsibility, and facilitate and coordinate audit services with Field Audit Offices (FAOs.)
Financial Advisory Services. Rona agrees to perform financial advisory services as described herein upon the terms and conditions herein set forth.
Financial Advisory Services. For the Financial Advisory Services rendered by Advisor, the Company shall pay Advisor a one-time, non-refundable retainer fee of $10,000 payable upon execution of this Agreement, and shall issue Advisor 30,000 warrants to purchase the Company’s common stock at 105% of the Average Closing Price (as defined herein) as of the date this Agreement is executed. Such warrants shall have a term of five years and contain cashless exercise provisions. Such warrants and the underlying common stock shall have piggyback registration rights.
Financial Advisory Services. The Company will provide you with a stipend of $10,000 annually toward the cost of personal financial advisory or tax preparation services.
Financial Advisory Services. During the term of this agreement, Windstone or its affiliates shall provide the Company with such regular and customary investment banking, and/or financial advisory services as are reasonably requested by the Company, provided that Windstone shall not be required to undertake duties not reasonably within the scope of the services in which it is generally engaged. In performance of its duties, Windstone shall provide the Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of Wxxxxxxxx's advice is not measurable in a quantitative manner and Windstone shall be obligated to render advice, upon the request of the Company, in good faith, as shall be determined by Windstone. Windstone or its affiliate's duties at its sole discretion may include, but will not necessarily be limited to:
(i) Familiarizing itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Company; Confidential Information - DRAFT for discussion purposes ONLY
(ii) Advice regarding the formation of corporate goals and their implementation;
(iii) Advice regarding the form and content of the Company's collateral materials, including but not limited to the Company's executive summary, Power Point presentation and website;
(iv) Advice regarding the financial structure of the Company or its divisions;
(v) Advice regarding obtaining outside financing or acting as placement agent on a best efforts underwriting;
(vi) Advice regarding corporate organization, personnel or needed specialty skills;
(vii) Advice regarding obtaining PR, IR and/or advertising firms or mediums;
(viii) Mergers and acquisitions advisory, reorganizations, reverse mergers, divestitures, and capital sources, due diligence studies;
(ix) Capital raising on a best efforts basis up to $5 to $10 million net to the Company;
(x) Capital structures, banking methods and systems, financial transactions;
(xi) Broker/dealer and/or institutional investor contacts and introductions for the Company;
(xii) Market making contacts and introductions for the Company; and
(xiii) Participation in meetings of the Board of Directors of the Company. The Company acknowledges that Windstone is in the business of providing financial advisory services (of all types contemplated by this agreement) to others. Nothing herein contained shall be construed to limit or restrict Windstone or its affiliates in conducting such business with r...
Financial Advisory Services. During the term of this agreement, Stanford Group shall provide the Company with such regular and customary financial advisory services as are reasonably requested by the Company, provided that Stanford Group shall not be required to undertake duties not reasonably within the scope of the financial advisory services in which it is generally engaged. In performance of its duties, Stanford Group shall provide the Company with the benefit of its judgment. It is understood and acknowledged by the parties that the value of Stanford Group’s advice is not measurable in a quantitative manner and Stanford Group shall be obligated to render advice, upon the request of the Company, in good faith, as shall be determined by Stanford Group, Stanford Group shall:
(a) assist the Company in identifying its financing needs; help formulate a financing structure with respect to what is usual and standard practice in financings for organizations in similar circumstances;
(b) introduce the Company to appropriate institutional and/or retail investors for presentations; and
(c) introduce the Company to such other corporations or individuals that may be beneficial in advancing the Company’s research or business goals. The Company acknowledges that Stanford Group and its affiliates are in the business of providing financial advisory services (of all types contemplated by this agreement) to others. Nothing herein contained shall be construed to limit or restrict Stanford Group or its affiliates in conducting such business with respect to others or in rendering such advice to others. The Company recognizes and confirms that Stanford Group, in acting pursuant to this engagement will be using information in reports and other information provided by others, including, without limitation, information provided by, or on behalf of the Company, and that Stanford Group does not assume responsibility for, and may rely on, without independent verification of, the accuracy and completeness of any such reports and information. The Company hereby warrants that any information relating to the Company that is furnished to Stanford Group by the Company will be fair, accurate and complete and will not contain any material omissions or misstatements of fact. The Company agrees that any information or advice rendered by Stanford Group or its representatives in connection with this engagement is for the confidential use of the Company’s Board of Directors only in its evaluation of the matters for which ...
Financial Advisory Services. During the term of this agreement, Divine Capital shall provide the Company with such regular and customary financial advisory services as are reasonably requested by the Company, provided that Divine Capital shall not be required to undertake duties not reasonably within the scope of the financial advisory services in which it is generally engaged. In performance of its duties, Divine Capital shall provide the Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of Divine Capital is not measurable in a quantitative manner and Divine Capital shall be obligated to render advice, upon the request of the Company, in good faith, as shall be determined by Divine Capital. Divine Capital’s duties may include, but will not necessarily be limited to:
(i) Advise regarding reverse merger transaction and subsequent capital structure
(ii) Advice regarding formation of corporate goals and their implementation,
(iii) Advice regarding the financial structure of the Company, its divisions or subsidiaries or any programs and projects undertaken by the Company,
(iv) Advice regarding the securing, when necessary and if possible, of financing (other than with respect to a Financing Transaction),
(v) Advice regarding corporate organization, personnel and selection of needed specialty skills, and
(vi) Review of possible joint venture, merger, acquisition or similar proposals, for the Company (other than with respect to an Acquisition Transaction).
(vii) Oversight of and maintain the public relations campaign of the Company.
(viii) Provide assistance in the application of the Company for listing on the NASDAQ or AMEX
(ix) Attend road shows and investor presentations as may be reasonably scheduled throughout the course of the relationship referred to herein The Company acknowledges that Divine Capital Markets LLC and its affiliates are in the business of providing financial advisory services (of all types contemplated by this agreement) to others. Nothing herein contained shall be constructed to limit or restrict Divine Capital or its affiliates in conduction of such business with respect to others or in rendering such advice to others. Divine Capital Markets LLC shall not render advise or services to a competitor of the Company without giving prior written notice of the same to the Company and within ten days of the date of said notice, the Company shall have the right to cancel this Agreement if the Company r...
Financial Advisory Services. The Company shall pay for financial counselling services provided to the Executive up to a maximum of $25,000 per year.
