Tail Period. Notwithstanding any other provision of this Agreement, in the event that the Offering is not consummated by the Underwriters as contemplated herein, the Company agrees to pay the Representative a cash fee equal to eight percent (8.0%) of the gross proceeds received by the Company from the sale of the securities offered to any investor actually introduced by the Representative to the Company during the Engagement Period (as defined below) as well as warrants to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each offering (the “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen (18) month period following the expiration of the Engagement Period, provided that such 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 and not a party that the Company can demonstrate was already known to the Company. In addition, unless (x) the Company terminates this Agreement for “Cause” (as defined below), or (y) the Representative fails to provide the underwriting services provided in this Agreement, upon termination of this Agreement, if the Company subsequently completes a public or private financing with any investors introduced to the Company by the Representative during the eighteen (18) month period following such termination, the Representative shall be entitled to receive the same compensation to be paid to the Representative in connection with the Offering. “Cause”, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty (20) days to cure such alleged conduct. “Engagement Period” shall mean the period beginning on May 9, 2022, and ending on the earlier of (i) twelve (12) months from the date of such date, (ii) the final closing, if any, of the Offering, or (iii) the date that either party to this Agreement gives the other party to this Agreement at least thirty (30) day...
Tail Period. Notwithstanding any other provision of this Agreement, including, but not limited to, Section 4.20 of this Agreement, for a period of twelve months from the date of this Agreement, if the Company receives any proceeds from any investor introduced to the Company by the Representative during the course of this Offering, with the exception of any proceeds received by the Company from the exercise of Warrants, the Company agrees to pay to the Representative a cash fee equal to 8.0% of such proceeds.
Tail Period. The Company shall and shall have caused its affiliates to pay HPC all compensation described in this Section 3 with respect to all financing candidates at any time prior to the expiration of 1 year after the Termination Date (the "Tail Period") if such candidates were identified to the Company by HPC during the Authorization Period and HPC provided written notification to the Company of the introduction and Company does not dispute in writing that HPC identified such candidates to the Company.
Tail Period. Notwithstanding any other provision of this Agreement, in the event that the Offering is not consummated by the Underwriters as contemplated herein, for a period of twelve (12) months from the earlier of (i) the final Closing Date of the Offering or (ii) twelve (12) months from the Execution Date, in the event that the Company receives any proceeds from the sale of securities to any investor actually introduced to the Company by the Representative during the Engagement Period (as defined in the Engagement Agreement) (a “Tail Financing’”) and the Company has direct knowledge of such investor’s participation, the Company agrees to pay to the Representative a cash fee equal to 8.0% of such gross proceeds; provided that any purchase of any Company securities in an at-the-market offering shall not be deemed a Tail Financing. In addition, unless (x) the Company terminates this Agreement for “Cause” (as defined below), or (y) the Representative fails to provide the underwriting services provided in this Agreement, upon termination of this Agreement pursuant to Section 7.1(a), if the Company subsequently completes a public or private financing with any investors introduced to the Company by the Representative during the twelve (12) month period following such termination, the Representative shall be entitled to receive the compensation to be paid to the Representative under this Agreement.
Tail Period. In the event that during the Tail Period, as a result of the financial condition of GFI and its Subsidiaries, there is, or is reasonably likely to be, a default under either or both of (x) the Indenture or (y) the Credit Agreement (collectively, the “Debt Agreements”) that, if not cured, would result in the relevant GFI obligor party’s obligations under one or both of such Debt Agreements to be accelerated, the obligations of the Stockholders under this Agreement shall terminate solely to the extent necessary to allow the Stockholders to approve the sale of all the equity of GFI (including by merger, consolidation or other business combination) or all or substantially all of the assets of GFI, in each case to a bona fide third-party purchaser.
Tail Period. If within the Tail Period (as defined below) the Company completes any financing of equity, equity-linked, or debt of the Company (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 Representative during the period beginning on March 15, 2018 and ending on the Closing (the “Engagement Period”) (which excludes any current Company investor) then the Company will pay to the Representative upon the closing of such financing the compensation set forth in Section 2.3(c) herein and an underwriting discount or spread of 8% of the offering price. The "Tail Period" shall be the period of time twelve (12) months after the expiration of the Engagement Period.
Tail Period. The Underwriter 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 to the Company by the Underwriter during 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 six (6) 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 the foregoing, no fee shall be payable by the Company pursuant to this Section 3.10.2 if the Company terminates this Agreement for cause, which shall include the material failure of the Underwriter to provide underwriting services, as provided in FINRA Rule 5110(g)(5)(B).
Tail Period. Subject to FINRA Rule 5110(g)(5)(B), the Representative shall be entitled to compensation commensurate with those set forth under Section 2(c), Section 2(d) and Section 4, during the twelve (12) months period following the termination of that certain engagement agreement by and between the Company and the Representative, dated as of February 15, 2022, as amended (the “Engagement Agreement”), if the Company completes any public or private offering or other financing or capital-raising transaction of any kind (the “Tail Financing”) with a party directly introduced to the Company by the Representative in writing during the Engagement Period (as defined below). The Representative will provide a list of investors at the conclusion of the Engagement Period that were introduced to the Company during the Engagement Period and only these investors will be eligible for the compensation specified in this section. In compliance with FINRA Rule 5110(g)(5)(B), the right granted to the Representative under this Section 3(q) shall be terminated upon termination by the Company of this Agreement for cause and the Company shall not be responsible for paying for the fee set forth in this Section 3(q) unless a Tail Financing is consummated within the term of this Agreement. “Engagement Period” shall mean the period beginning on February 15, 2022, and ending on the earlier of (A) the later of (i) August 14, 2024, or (ii) should the Parties extend the Engagement Agreement, the extended date on which the Engagement Letter expires, or (B) the date that the Company terminates the Engagement Agreement pursuant to the terms therein.
Tail Period. For a period of twelve months from March 25, 2021, if the sponsor completes any equity, equity linked or debt or other capital raising activity for itself or any other special purpose acquisition company with any of the investors contacted by the representative during this period, then the sponsor will pay to the representative upon the closing of such financing a cash fee equal to 5.0% of such proceeds.
Tail Period. Midtown shall be entitled to compensation as set forth in Section 2 of this Agreement for any Qualified Financing (as defined below) that occurs at any time during the twelve (12) month period following the termination or expiration of this Agreement. “Qualified Financing” shall mean any investment from a person or entity set forth on Exhibit B. All compensation shall be paid to Midtown on the date that the Company closes on the Qualified Financing.
