M&A Transaction Fees Sample Clauses

M&A Transaction Fees. The M&A Transaction fees shall be payable to the Representative in cash at the closing or closings of the M&A Transaction to which it relates and shall be equal to five percent (5.0%) of the M&A Transaction consideration as defined below, which, for the avoidance of doubt, should only include consideration received by the Company from any investor actually introduced by the Representative to the Company during the Engagement Period, with conditions set forth under Section 7.4 of the Underwriting Agreement to which this Schedule is attached. The amount of consideration paid in a M&A Transaction shall include, for purposes of calculating such fee, all forms of consideration paid or received, directly or indirectly, by the Company and/or its shareholders in such M&A Transaction, including, without limitation, cash, securities, notes or other evidences of indebtedness, assumption of liabilities (whether by operation of law or otherwise), or any combination thereof. If all or portion of the consideration paid in the M&A Transaction is other than cash or securities, then the value of such non-cash consideration shall be the fair market value thereof on the date the M&A Transaction is consummated as mutually agreed upon in good faith by the Company and the Representative. If such non-cash consideration consists of ordinary shares, options, warrants or rights for which a public trading market existed prior to the consummation for the M&A Transaction, then the value of such securities shall be determined based upon the closing or last sales price thereof on the date of the consummation of the M&A Transaction. If such non-cash consideration consists of newly-issued, publicly-traded ordinary shares, options, warrants or rights for which no public trading market existed prior to tire consummation of the M&A Transaction, then the value thereof shall be the average of the closing prices for the twenty (20) trading days after the fifth (5th) trading day after the consummation of the M&A Transaction. In such event, the fee payable to the Representative pursuant to this Schedule shall be paid on the thirtieth (30th) trading day after consummation of the M&A Transaction. If no public market exists for the ordinary shares, options, warrants or other rights issued in the M&A Transaction, then the value thereof shall be as mutually agreed upon in good faith by the Company and the Representative. If the non-cash consideration paid in the M&A Transaction consists of preferred sh...
Sample 1
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M&A Transaction Fees. At the closing of an M&A Transaction, the Company shall pay to Newbridge a fee (each an “M&A Transaction Fee”) as described in the schedule below. ■ Two Percent (2.0%) of the Aggregate Consideration (as defined in Section 17) of any M&A Transaction. The fee shall be paid in Equity, and the common share equivalents will be calculated on the close of trading on the date of closing of the M&A Transaction, and the Common Stock shall be issued within 5 business days upon closing of the M&A Transaction. The equity received as part of the M&A Transaction Fee, shall be subject to a leak-out provision, with the following schedule: ■ 100% of the original stock held, can be sold after a holding period of six (6) months from the date of the closing of the M&A Transaction. However, to the extent all or part of an M&A Transaction Fee due to Newbridge results from consideration that is contingent upon the occurrence of some future event (e.g., an earnout or the realization of earnings projections), the part of the Transaction Fee related to the contingent consideration shall be payable upon the receipt of such consideration. At Newbridge’s option and upon Newbridge’s written instructions to the Company, the Company shall issue all or a portion of the Shares due to Newbridge under this Agreement directly to specified Newbridge affiliates, employees or any other third-party assignee. Such assignees shall also be subject to the lock-up provisions described above. The stock certificates evidencing such Shares shall include a legend reflecting the leak-out provisions.
Sample 1
M&A Transaction Fees. At the closing of an M&A Transaction, the Company shall pay to Newbridge a fee (each an “M&A Transaction Fee”) as described in the schedule below. ● Seven Percent (7.0%) of the first $2 million paid in Aggregate Consideration (as defined in Section 17) of any M&A Transaction. ● Six Percent (6.0%) of everything above $2 million paid in Aggregate Consideration of any M&A Transaction. The fee shall be paid in Equity, and the common share equivalents will be calculated on the close of trading on the date of closing of the M&A Transaction, and the Common Stock shall be issued within 5 business days upon closing of the M&A Transaction. The equity received as part of the M&A Transaction Fee, shall be subject to a leak-out provision, with the following schedule: ● 100% of the original stock held, can be sold after a holding period of 6 months from the date of the closing of the M&A Transaction. At Newbridge’s option and upon Newbridge’s written instructions to the Company, the Company shall issue all or a portion of the Shares due to Newbridge under this Agreement directly to specified Newbridge affiliates, employees or any other third-party assignee. Such assignees shall also be subject to the lock-up provisions described above. The stock certificates evidencing such Shares shall include a legend reflecting the leak-out provisions.
Sample 1
M&A Transaction Fees. During the term of this Agreement, the Company agrees to appoint D&C as a non-exclusive investment banker with respect to possible merger, acquisition, joint venture, sale of all or substantially all of the assets of the Company (any of the foregoing, a “M&A Transaction”), subject in all cases to D&C’s agreement so to act. In connection with an M&A Transaction that the Company agrees to retain D&C’s services in a separate writing, the Company agrees to pay D&C a fee which will be a percent of the value of the aggregate consideration paid in the M&A Transaction in accordance with the attached fee schedule (Exhibit B).
Sample 1

Related to M&A Transaction Fees

  • Transaction Fees The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida.

  • Acquisition Fees As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Properties, Loans and other Permitted Investments, the Company shall pay an Acquisition Fee to the Advisor for each such investment (whether an acquisition or origination). With respect to the acquisition or origination of a Property, Loan or other Permitted Investment to be wholly owned, directly or indirectly, by the Company, the Acquisition Fee payable to the Advisor shall equal 1.0% of the sum of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property, Loan or other Permitted Investment and the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other Permitted Investment. With respect to the acquisition or origination of a Property, Loan or other Permitted Investment through any Joint Venture or any partnership in which the Company or the Partnership is, directly or indirectly, a partner, the Acquisition Fee payable to the Advisor shall equal 1.0% of the portion of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property, Loan or other Permitted Investment, plus the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other Permitted Investment that is attributable to the Company’s investment in such Joint Venture or partnership. Notwithstanding anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations on Acquisition Fees contained in (and defined in) the Company’s Charter. The Advisor shall submit an invoice to the Company following the closing or closings of each acquisition or origination, accompanied by a computation of the Acquisition Fee. Generally, the Acquisition Fee payable to the Advisor shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, the Acquisition Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Acquisition Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

  • Transaction Fee In connection with the creation or redemption of Creation Units, the Transfer Agent shall charge, and the Participant agrees to pay to the Transfer Agent, the Transaction Fee prescribed in the Prospectus and such additional amounts as may be prescribed pursuant to the Prospectus. Such Transaction Fee and additional amounts, if any, shall be included in the calculation of the Cash Component or Cash Redemption Amount payable or to be received, as the case may be, by the Participant in connection with the creation or redemption order.

  • Brokers’ Fees; Transaction Fees Except for fees payable to Agent and Lenders, none of the Credit Parties or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

  • Acquisition Fee Subject to Section 12(b), the Company shall pay an Acquisition Fee to the Advisor or its assigns as compensation for services rendered in connection with the investigation, selection and acquisition (by purchase, investment or exchange) of each Investment. If the Advisor is terminated without Cause pursuant to Section 18(b)(1), the Advisor or its assigns shall be entitled to an Acquisition Fee for any Investments acquired after the Termination Date for which a contract to acquire the applicable Investment had been entered into at or prior to the Termination Date. The total Acquisition Fee payable to the Advisor or its assigns shall be equal to 1.5% of (1) the Contract Purchase Price of each Investment and (2) the amount advanced for a Loan or other investment. The purchase price allocable for an Investment held through a Joint Venture shall equal the product of (i) the Contract Purchase Price of the Investment, multiplied by (ii) the direct or indirect ownership percentage in the Joint Venture held directly or indirectly by the Company or the Operating Partnership. For purposes of this Section 11(a), “ownership percentage” shall be the percentage of capital stock, membership interests, partnership interests or other equity interests owned directly or indirectly by the Company or the Operating Partnership, without regard to classification of such equity interests. The Company shall pay any Acquisition Fee due hereunder promptly upon the closing of the Investment. In addition, if during the period ending two years after the close of the initial Primary Offering, the Company sells an Investment and then reinvests the net proceeds in a new Investment(s), the Company shall pay to the Advisor or its assigns 1.0% of the Contract Purchase Price of the new Investment(s).

  • Disposition Fees If the Advisor or any of its Affiliates provide a substantial amount of services (as determined by the Conflicts Committee) in connection with a Sale, the Advisor or such Affiliate shall receive a fee at the closing (the “Disposition Fee”) equal to 1% of the Contract Sales Price; provided, however, that if in connection with such Sale commissions are paid to third parties other than the Advisor or its Affiliates, the fee paid to the Advisor or any of its Affiliates may not exceed the commissions paid to such unaffiliated third parties; and provided further that no Disposition Fee shall be payable to the Advisor for any Sale if such Sale involves the Company selling all or substantially all of its assets in one or more transactions designed to effectuate a business combination transaction (as opposed to a Company liquidation, in which case the Disposition Fee would be payable if the Advisor or an Affiliate provides a substantial amount of services as provided above). The payment of any Disposition Fees by the Company shall be subject to the limitations contained in the Company’s Charter. Any Disposition Fee payable under this Section 8.03 may be paid in addition to commissions paid to non-Affiliates, provided that the total commissions (including such Disposition Fee) paid to all Persons by the Company for each Sale shall not exceed an amount equal to the lesser of (i) 6% of the aggregate Contract Sales Price of each Property, Loan or other Permitted Investment or (ii) the Competitive Real Estate Commission for each Property, Loan or other Permitted Investment. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee payable to the Advisor shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, the Disposition Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Disposition Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

  • Origination Fees As compensation for the investigation, selection, sourcing and acquisition or origination of Loans, the Company shall pay an Origination Fee to the Advisor for each such acquisition or origination. With respect to the acquisition or origination of a Loan to be wholly owned by the Company, the Origination Fee payable to the Advisor shall equal 1% of the amount funded by the Company to acquire or originate the Loan, including any Acquisition Expenses related to such investment and any debt used to fund the acquisition or origination of the Loan. With respect to the acquisition of a Loan through any Joint Venture or any partnership in which the Company is, directly or indirectly, a co-venturer or partner, the Origination Fee payable to the Advisor shall equal 1% of the portion of the amount actually paid or allocated to acquire or originate the Loan, inclusive of the Acquisition Expenses associated with such Loan, plus the amount of any outstanding debt associated with such Loan that is attributable to the Company’s investment in the Joint Venture or partnership. The Company will not pay an Origination Fee to the Advisor with respect to any transaction pursuant to which the Company is required to pay the Advisor an Acquisition Fee. Notwithstanding anything herein to the contrary, the payment of Origination Fees by the Company shall be subject to the limitations on Acquisition Fees contained in (and defined in) the Company’s Articles of Incorporation. The Advisor shall submit an invoice to the Company following the closing or closings of each Loan, accompanied by a computation of the Origination Fee. The Origination Fee payable to the Advisor shall be paid at the closing of the transaction upon receipt of the invoice by the Company.

  • Collection Fees If collection fees are assessed or attorney’s fees are expended by the University in the process of obtaining unpaid housing charges, the student will be responsible for the payment of those fees in addition to the unpaid housing charges.

  • Disposition Fee The fee payable to the Advisor under certain circumstances in connection with the Sale of one or more Properties pursuant to Section 8(c).

  • Termination Fees (a) If, but only if, the Agreement is terminated by: (i) either Parent or the Company pursuant to Section 7.1(b)(i) or by Parent pursuant to Section 7.1(d)(i) and (A) a Competing Proposal has been made to the Company after the date hereof and has not been withdrawn prior to the termination of this Agreement, and (B) within twelve (12) months after the termination of this Agreement, the Company (1) enters into a definitive agreement for the consummation of a Competing Proposal and such Competing Proposal is subsequently consummated (regardless of whether such consummation occurs within the twelve (12) month period) or (2) consummates a Competing Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee concurrently with the consummation of such transaction arising from such Competing Proposal (provided, however, that for purposes of this Section 7.3(a)(i), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) the Company pursuant to Section 7.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee concurrently with such termination; (iii) Parent pursuant to Section 7.1(d)(ii) or Section 7.1(d)(iii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee not later than the second (2nd) Business Day following such termination; or (iv) the Company pursuant to Section 7.1(c)(v), and within twelve (12) months after the termination of this Agreement, the Company (1) enters into a definitive agreement for the consummation of a Competing Proposal and such Competing Proposal is subsequently consummated (regardless of whether such consummation occurs within the twelve (12) month period) or (2) consummates a Competing Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee concurrently with the consummation of such transaction arising from such Competing Proposal (provided, however, that for purposes of this Section 7.3(a)(iv), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”). (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that in no event shall the Company or Parent be required to pay the Termination Fee on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 7.3 are an integral part of the Transactions, (ii) the Termination Fee is not a penalty but a reasonable amount that will compensate Parent in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 7.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company or its successors for the payment of any amount set forth in this Section 7.3, the Company or its successors shall pay Parent its reasonable, documented out-of-pocket costs and expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

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