Services and Fees. 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests to change the Services, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost.
2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent to a particular arrangement.
2.3. [ ]
2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Letter. If the c...
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iii) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasan...
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment Manager. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes to the Governing Documents of a Fund or Investment Manager or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR), (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable Law, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement.
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes;
(iii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(v) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee of 3.5% of the gross proceeds received by the Company in the IPO (“Fee”). The Fee shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder. The Fee shall be exclusive of any finder’s fees which may become payable to the Advisor pursuant to any subsequent agreement between the Advisor and the Company or the Target.
Services and Fees. (a) The Advisors will, from time to time, upon the Company’s request and in consultation with the Company:
(i) Assist the Company in arranging meetings with its stockholders to discuss one or more potential Business Combinations, including discussions of the applicable potential Target’s attributes;
(ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and
(iv) Assist the Company with any press releases and/or filings related to the Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business Combination.
(b) As compensation for the Services, the Company will pay the Advisors a cash fee equal to, in the aggregate, 3.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “Fee”) with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis. The Fee is due and payable to the Advisors by wire transfer at the closing of the initial Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason during the 24-month period beginning on the consummation of the IPO (as such period may be extended), no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target.
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in structuring and negotiation of a definitive purchase agreement with respect to a Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes;
(iii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(v) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target (the activities described in the foregoing clauses (i) through (v), the “Services”).
(b) As compensation for the Services, the Company will pay the Advisor a cash fee equal to 3.0% of the gross proceeds received by the Company in the IPO (the “Fee”). The Fee shall be exclusive of any finder’s fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target.
(c) The Fee shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (the “Closing”); provided that the Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
Services and Fees. (a) The Advisor will:
(i) Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes;
(ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with any press releases and filings related to the Business Combination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (the “Fee”); provided, that up to 30% of the Fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating the Business Combination. The Fee shall be exclusive of any finder’s fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target.
(c) The Fee shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”); provided that the Fee shall not be paid prior to the date that is 90 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
Services and Fees. 2.1 SS&C will perform the Services in consideration of the fees, expenses and related payment terms listed in Schedule B. SS&C shall be under no obligation or duty to perform any service or take any action unless it is specifically listed in Schedule A and no obligations or duties (including, fiduciary or analogous duties) other than those specifically provided for herein shall be implied.
2.2 In carrying out its duties pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates, with the prior written approval of Client. If SS&C delegates any Services, such delegation shall not relieve SS&C of its duties and obligations hereunder and SS&C shall remain responsible to Client for the actions of such Affiliates in the course of performing any Services.
Services and Fees. (a) The Advisors will, from time to time, if requested by and in consultation with the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes;
(iii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(v) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target. Notwithstanding anything to the contrary contained herein, (A) the Advisors’ services will not include (x) any solicitation of potential investors in connection with the Business Combination, or (y) any solicitation of proxies in connection with the Business Combination, and (B) the obligations of the Advisors to provide any of the above services described under Section 1(a)(i)-(v) or perform any other obligations imposed upon the Advisors hereunder shall be several and not joint. In the event that the Company requests that an Advisor provide any placement agent and/or other services in support of the Business Combination, such engagement will be set forth in one or more separate agreements between the Company and the Advisor.
(b) As compensation for the foregoing services, the Company will pay the Advisors a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (“Transaction Fee”) allocated as set forth on Schedule 1 hereto.
(c) The Transaction Fee shall be payable in cash and is due and payable to the Advisors by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (as defined below); provided that the Transaction Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless such payment would not be deemed underwriters’ compensation under FINRA Rule 5110.01 in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisors hereunder.
Services and Fees. (a) The Advisors will:
(i) Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes;
(ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with any press releases and filings related to the Business Combination or the Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO; provided; however, as set forth in Section 8 of the Underwriting Agreement entered into between the Company, Xxxxxxxxxxx & Co., Inc. and EarlyBirdCapital, Inc. in connection with the IPO (the “Underwriting Agreement”), the Company may be entitled to terminate this Agreement with respect to one or more of the Advisors under certain circumstances set forth therein in connection with the IPO.
(b) As compensation for the Services, the Company will pay the Advisors a cash fee equal to, in the aggregate, 3.5% of the gross proceeds received by the Company in the IPO (“Fee”). The Advisor’s portion of the Fee is due and payable to the Advisors by wire transfer at the closing of the initial Business Combination (“Closing”), and shall be allocated evenly between the Advisors. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target.
