Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at the Initial Closing (and each Subsequent Closing) as provided in paragraph 4(a) above, the Company shall at such Closing pay to the Placement Agent a commission equal to ten (10%) percent of the aggregate purchase price of the Units sold. Additionally, from the proceeds of the Initial Closing, the Company shall pay all Placement Agent's reasonable counsel expenses, disbursements and fees, not to exceed the sum of $10,000 (exclusive of the blue sky legal expenses hereinafter described). Additionally, at the Initial Closing, the Company shall pay the Placement Agent the sum of $25,000 in consideration of its delivery of a "fairness" opinion respecting the fair market value of the Company's purchase of Gold Coast Finance, Inc. and National-Wide Premium Finance Co. The Company shall also pay filing fees, printing costs, postage and mailing expenses with respect to the transmission of the Offering and Ancillary Documents, registrar and transfer agent fees, issue and transfer taxes, if any, and counsel fees of the Placement Agent in connection with the qualification of the Units under the securities or blue sky laws of the states which the Placement Agent shall designate at a fee of Seven Thousand Five Hundred ($7,500.00) Dollars, plus expenses and disbursements. The Company also shall pay for the costs of placing "tombstone advertisements" in any publications which may be selected by the Placement Agent, all costs and expenses in connection with the establishment and maintenance of the Account referred to in paragraph I of this Agreement, and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this paragraph 4(d), including the reasonable cost of transaction memorabilia determined at the reasonable discretion of the Placement Agent.
Appears in 1 contract
Samples: Convertible Debenture and Warrant Agreement (Usa Finance Inc)
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at At the Initial Closing (and at each Subsequent Closing) as provided in paragraph 4(a) above, the Company shall at such Closing pay to the Placement Agent a commission equal to ten (10%) percent of the aggregate purchase price proceeds derived from the Financing. In addition, the Company shall pay the Placement Agent a non-accountable and non-refundable expense allowance, equal to three (3%) percent of the Units soldaggregate proceeds derived from the Financing. Additionally, Prior to or from the proceeds of the Initial Closing, the Company shall pay all Placement Agent's expenses with the proposed Offering, including, but not reasonable counsel expenses, disbursements and fees, not to exceed the sum of $10,000 (exclusive of the blue sky legal expenses hereinafter described). Additionallyreasonable accountant expenses, at the Initial Closingdisbursements and fees, the Company shall pay the Placement Agent the sum of $25,000 in consideration of its delivery of a "fairness" opinion respecting the fair market value of the Company's purchase of Gold Coast Finance, Inc. and National-Wide Premium Finance Co. The Company shall also pay filing fees, business and environmental investigatory expenses, printing costs, postage and mailing expenses with respect to the transmission of the Offering and Ancillary Documents, registrar and transfer agent fees any, and counsel fees of the qualification of the blue sky laws of the states gnate. The Company also shall fees, issue and transfer taxes, if any, and counsel fees of the Placement Agent in connection with the qualification of the Units wit Securities under the securities or blue sky laws of the states which the Placement Agent shall designate at a fee of Seven Thousand Five Hundred ($7,500.00) Dollars, plus expenses and disbursements. The Company also shall pay for the costs of placing "tombstone advertisements" in any publications which may be selected by the Placement Agent, all costs and expenses in connection with the establishment and maintenance of the Account referred to in paragraph I 1 of this Agreement, and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this paragraph 4(d), including the reasonable cost of transaction memorabilia determined at the reasonable discretion of the Placement Agent.
Appears in 1 contract
Samples: Private Placement Agreement (Universal Medical Systems Inc)
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at the Initial Closing (and i) At each Subsequent Closing) as provided in paragraph 4(a) above, the Company shall at such Closing pay to the Placement Agent a commission equal to ten (10%) percent of the aggregate purchase price proceeds derived from the Financing. In addition, the Company shall pay the Placement Agent a non-accountable and non-refundable expense allowance, equal to three (3%) percent of the Units soldaggregate proceeds derived from the Financing. Additionally, Prior to or from the proceeds of the Initial Closing, the Company shall pay all Placement Agent's expenses in connection with the proposed Offering, including, but not limited to, reasonable counsel expenses and fees of counsel to the Company and of counsel to the Placement Agent, disbursements and fees, reasonable accountant expenses, disbursements and fees, not to exceed the sum of $10,000 (exclusive of the blue sky legal expenses hereinafter described). Additionally, at the Initial Closing, the Company shall pay the Placement Agent the sum of $25,000 in consideration of its delivery of a "fairness" opinion respecting the fair market value of the Company's purchase of Gold Coast Finance, Inc. and National-Wide Premium Finance Co. The Company shall also pay filing fees, business and investigatory expenses, printing costs, postage and mailing expenses with respect to the transmission of the Offering and Ancillary Documents, registrar and transfer agent fees, issue and transfer taxes, if any, and counsel fees of the Placement Agent in connection with the qualification of the Units Securities under the securities or blue sky laws of the states which the Placement Agent shall designate at a fee of Seven Thousand Five Hundred ($7,500.00) Dollars, plus expenses and disbursementsdesignate. The Company also shall pay for the costs of placing "tombstone advertisements" in any publications which may be selected by the Placement Agent, all costs and expenses in connection with the establishment and maintenance of the Account referred to in paragraph I 1 of this Agreement, and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this paragraph 4(d), including the reasonable cost of transaction memorabilia determined at the reasonable discretion of the Placement Agent.
Appears in 1 contract
Samples: Placement Agreement (Imsco Inc /Ma/)
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at the Initial Closing (and At each Subsequent Closing) as provided in paragraph 4(a) above, the Company shall at such Closing pay to the Placement Agent a commission equal to (i) with respect to the sale of the Minimum Amount, ten (10%) percent of the aggregate purchase price proceeds derived from the sale of the Units soldMinimum Amount and (ii) eight (8%) percent thereafter from the sale of up to the Maximum Amount. AdditionallyIn addition, the Company shall pay the Placement Agent a non-accountable and non-refundable expense allowance equal to three (3%) percent of the aggregate proceeds derived from the Financing. From the proceeds of the Initial Closing, the Company shall pay all Placement Agent's expenses in connection with the proposed Offering, including, but not limited to, reasonable counsel expenses and fees of counsel to the Company and of counsel to the Placement Agent, disbursements and fees, reasonable accountant expenses, disbursements and fees, not to exceed the sum of $10,000 (exclusive of the blue sky legal expenses hereinafter described). Additionally, at the Initial Closing, the Company shall pay the Placement Agent the sum of $25,000 in consideration of its delivery of a "fairness" opinion respecting the fair market value of the Company's purchase of Gold Coast Finance, Inc. and National-Wide Premium Finance Co. The Company shall also pay filing fees, reasonable business and investigatory expenses, printing costs, postage and mailing expenses with respect to the transmission of the Offering and Ancillary Documents, registrar and transfer agent fees, issue and transfer taxes, if any, and counsel fees of the Placement Agent in connection with the qualification of the Units Securities under the securities or blue sky laws of the states which the Placement Agent shall designate at a fee designate. Upon execution and delivery of Seven Thousand Five Hundred (this agreement, the Company shall pay Placement Agent's counsel fees of $7,500.00) Dollars, plus expenses and disbursements5,000 to initiate blue sky filings. The Company also shall pay for the costs of placing "tombstone advertisements" in any publications which may be selected by the Placement AgentAgent and approved in writing by the Company, all costs and expenses in connection with the establishment and maintenance of the Account referred to in paragraph I 1 of this Agreement, and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this paragraph 4(d), including the reasonable cost of transaction memorabilia determined at the reasonable discretion of the Placement Agent.
Appears in 1 contract
Samples: Placement Agent Agreement (C3d Inc)