Tail Fee. If, within twelve (12) months following the Closing, the Company completes any financing of equity, equity-linked or debt securities, or other capital raising activity (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors introduced to the Company by the Maxim in connection with the Offering, then the Company will pay to Maxim 5.5% of the gross proceeds received from such investors upon the closing of such offering.
Tail Fee. Xxxxxxxxxx shall be entitled to compensation under clauses (1) and (2) hereunder, calculated in the manner set forth therein, 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 Xxxxxxxxxx had contacted during the Term, or introduced, directly or indirectly, to the Company during the Term, if such Tail Financing is consummated at any time within the 3-month period following the expiration or termination of this Agreement.
Tail Fee. The Representative shall be compensated consistent with Section 5 of the Engagement Letter of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investors contacted by Representative to the Company during the period from April 25, 2023 to the Closing (the “Engagement Period”), in connection with any public or private financing or capital raise (each a “Tail Financing”), and such Tail Financing is consummated within the twelve (12) month period following the expiration or termination of the Engagement Period (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation. Notwithstanding anything herein to the contrary, the right to receive Tail Financing shall be subject to FINRA Rule 5110(g), and the Company shall have a right of termination for cause in connection with this Agreement, which includes that the Company may terminate the Representative’s engagement upon Representative’s material failure to provide the underwriting services described herein. 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.
Tail Fee. If, within twelve (12) months following the Closing, the Company completes any financing of equity, equity-linked, convertible or debt securities, or other capital raising activity (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors to whom a prospectus was sent, any investor who invested in the Offering or any investor that was introduced to the Company by Maxim in connection with the Offering, then the Company will pay to Maxim 5.5% of the gross proceeds received from such investors upon the closing of such offering. Notwithstanding the foregoing, in the event that the Company completes a PIPE in connection with a proposed Business Combination, and the target company, the Sponsor and/or the Company directly sources capital in connection with such PIPE (exclusive of any investors previously introduced to the Company by Maxim in connection with the Offering), Mxxxx will not receive a fee on any proceeds received from any investors directly introduced by the target company, the Sponsor and/or the Company in connection with the PIPE.
Tail Fee. The Representatives shall be entitled to a cash fee equal to seven percent (7.0%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Representatives to the Company, with which the Company did not have a pre-existing relationship, during the period commencing on March 27, 2023 though the Closing Date (the “Engagement Period”) in connection with any public or private financing or capital raise (each a “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the nine (9) months immediately following the Engagement Period (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation.
Tail Fee. The Company and the Placement Agent agree that for a period of eighteen (18) months from (i) the Closing Date of the Offering or (ii) if the Closing does not occur, the termination of this Agreement by the Company other than for Cause, the Placement Agent shall be entitled to compensation commensurate with those set forth under Section 1(a) (the “Tail Fee”), from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Placement Agent to the Company, but unknown to the Company prior to such introduction, during the period between the date of this Agreement and the Closing of the Offering or the termination of this Agreement, as applicable (each, a “Tail Financing”), and such Tail Financing is consummated at any time within the eighteen (18) month period from the Closing Date of the Offering or termination of this Agreement, as applicable.
Tail Fee. Xxxxxx shall be entitled to compensation under clauses (1) and (2) hereunder, calculated in the manner set forth therein, with respect to any public or private offering or other financing or capital-raising transaction of any kind, other than sales pursuant to that certain At the Market Issuance Sales Agreement with FBR Capital Markets & Co., dated April 15, 2016 (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom Xxxxxx had contacted during the Term, or introduced to the Company during Term, if such Tail Financing is consummated at any time within the 6-month period following the expiration or termination of this Agreement. Upon the Company’s request, Xxxxxx shall promptly provide a list of any such investors.
Tail Fee. A.G.P. shall be entitled to compensation under Section 3 of this Agreement, 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 (i) such Tail Financing is provided to the Company by investors that were, during the term of this Agreement, brought “over-the-wall” by A.G.P. or were contacted by A.G.P., and (ii) such Tail Financing is consummated at any time within the 12-month period following the expiration or termination of this Agreement. Notwithstanding anything to the contrary herein, the compensation due hereunder shall expressly not include any stock or equity of the Company issued to its officers, directors, employees or consultants. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement. July 20, 2023 The foregoing Agreement is hereby accepted and agreed to as of the date first written above.
A. G.P./ALLIANCE GLOBAL PARTNERS
Tail Fee. Wxxxxxxxxx shall be entitled to compensation under clauses (1) and (2) hereof, calculated in the manner set forth therein, 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 Wxxxxxxxxx had contacted during the Term or introduced to the Company during the Term, if such Tail Financing is consummated at any time within the 12-month period following the expiration or termination of this Agreement. Upon the Company’s request, Wxxxxxxxxx shall promptly provide a list to the Company of any such investors.
Tail Fee. Xxxxxx shall be entitled to compensation under clauses (1) and (2) hereunder, calculated in the manner set forth therein, with respect to any public or private offering or other equity or equity-linked 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 contacted during the Term, introduced, directly or indirectly, to the Company during Term, or who purchased securities from the Company during the Term, if such Tail Financing is consummated at any time within the 12-month period following the expiration or termination of this Agreement, other than with respect to investors listed on Exhibit A hereto.
