Common use of Underwriter’s Commission Clause in Contracts

Underwriter’s Commission. In consideration of this Agreement, the Company agrees to pay to each Underwriter at the Closing Date and each Option Closing Date, as applicable, an underwriting fee equal to (a) 6.0% of the gross proceeds from the sale of the Firm Units by such Underwriter (other than certain Firm Units that are subject to a president’s list provided by the Company to the Representative prior to the date hereof (the “President’s List”) for which the underwriting fee will be 3.0%) and, if applicable, (b) 6.0% of the gross proceeds from the sale of any Additional Units, Additional Unit Shares and/or Additional Warrants by such Underwriter (the “Underwriters’ Commission”). The Underwriters’ Commission may be deducted by the Underwriters from the proceeds of sale of the Firm Units on the Closing Date and, if applicable, the Additional Units, Additional Unit Shares and/or Additional Warrants, on each Option Closing Date. In addition, the Company agrees to pay to the Underwriters, in the manner specified by the Representative, all fees, disbursements and expenses incurred by the Underwriters in accordance with the provisions in Section 5 hereof. As additional consideration, the each Underwriter will also receive a number of common share purchase warrants (the “Underwriter Warrants” and each common share underlying the Underwriter Warrants, the “Underwriter Warrant Shares”) to purchase a number of common shares equal to 3.0% of the number of Unit Shares purchased by such Underwriter on the Closing Date (other than with respect to the President’s List for which the Underwriter Warrants will be for a number of common shares equal to 1.5% of the number of Unit Shares in connection with the President’s List purchased by such Underwriter) and 3.0% of the number of the Additional Unit Shares purchased by such Underwriter on each Option Closing Date. The Underwriter Warrants will be on the same terms as the Warrants, except as otherwise required by FINRA (as defined in Section 3(hh)), and will have an exercise price of $1.25 and will be in the form of Exhibit E attached hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Vista Gold Corp)

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Underwriter’s Commission. In consideration of this Agreement, the Company agrees to pay to each Underwriter the Underwriters at the Closing Date and each Option Closing Date, as applicable, an underwriting fee equal to (a) 6.0% of the gross proceeds from the sale of the Firm Units by such Underwriter (other than certain Firm Units that are subject to a an agreed upon president’s list provided by the Company for an amount up to the Representative prior to the date hereof (the “President’s List”) $4,000,000 for which the underwriting fee will be 3.04%) ), and, if applicable, (b) 6.0% of the gross proceeds from the sale of any Additional Units, Additional Unit Shares and/or Additional Warrants by such Underwriter Units (the “Underwriters’ Commission”). The Underwriters’ Commission may be deducted by the Underwriters from the proceeds of sale of the Firm Units on the Closing Date Units, and, if applicable, the Additional Units, Additional Unit Shares and/or Additional Warrants, on each Option the Closing Date. In addition, the Company agrees to pay to the Underwriters, and in the manner specified by the RepresentativeLead Underwriter, all fees, disbursements and expenses incurred by the Underwriters in accordance with the provisions in Section 5 hereof. As additional consideration, the each Underwriter Underwriters will also receive a that number of common share purchase warrants (the “Underwriter Warrants” and each common share underlying the Underwriter Warrants, the “Underwriter Warrant Shares”) to purchase a number of common shares equal to 3.06% of the number of Unit Shares purchased by such Underwriter on issued pursuant to the Closing Date (offering, including any Additional Unit Shares, other than with respect to the Presidentagreed upon president’s List list for an amount up to $4,000,000, for which the number of Underwriter Warrants will be for a number of common shares equal to 1.54% of the number of Unit Shares issued in connection with therewith. Each Underwriter Warrant will entitle the President’s List purchased by such Underwriter) and 3.0% holder thereof to acquire, from the Company, one common share in the capital of the number Company (each an “Underwriter Warrant Share”) at any time prior to 5:00 p.m. (Vancouver time) on the date that is 3 years following the Closing Date upon payment of the Additional Unit Shares purchased by such Underwriter on each Option Closing Date. The Underwriter Warrants will be on the same terms as the Warrants, except as otherwise required by FINRA (as defined in Section 3(hh)), and will have an exercise price of $1.25 and will be in the form of Exhibit E attached hereto2.00 per Warrant Share.

Appears in 1 contract

Samples: Underwriting Agreement (Golden Queen Mining Co LTD)

Underwriter’s Commission. In consideration of this Agreement, the Company agrees to pay to each Underwriter the Underwriters at the Closing Date and each Option Closing Date, as applicable, an underwriting fee equal to (a) 6.0% of the gross proceeds from the sale of the Firm Units by such Underwriter (other than certain Firm Units that are subject to a an agreed upon president’s list provided by the Company to the Representative prior to the date hereof (the “President’s List”) for which the underwriting fee will be 3.0%) and, if applicable, (b) 6.0% of the gross proceeds from the sale of any Additional Units, Additional Unit Shares and/or Additional Warrants by such Underwriter Units (the “Underwriters’ Commission”). The Underwriters’ Commission may be deducted by the Underwriters from the proceeds of sale of the Firm Units on the Closing Date Units, and, if applicable, the Additional Units, Additional Unit Shares and/or Additional Warrants, on each Option the Closing Date. In addition, the Company agrees to pay to the Underwriters, and in the manner specified by the RepresentativeCo-Lead Underwriters, all fees, disbursements and expenses incurred by the Underwriters in accordance with the provisions in Section 5 hereof. Each of the Co-Lead Underwriters shall be allocated a customary book-runner fee equal to 5.0% of the Underwriters’ Commission (net of any selling concessions to the syndicate of Underwriters). For greater certainty, the book-runner fee shall be allocated out of the Underwriters’ Commission and shall not increase the compensation payable to the Underwriters. As additional consideration, the each Underwriter Underwriters will also receive a that number of common share purchase warrants (the “Underwriter Warrants” and each common share underlying the Underwriter Warrants, the “Underwriter Warrant Shares”) to purchase a number of common shares equal to 3.0% of the number of Unit Shares purchased by such Underwriter on issued pursuant to the Closing Date offering, including any Additional Unit Shares (other than with respect to the Presidentagreed upon president’s List list for which the number of Underwriter Warrants will be for a number of common shares equal to 1.5% of the number of Unit Shares issued in connection with the President’s List purchased by such Underwriter) and 3.0% of the number of the Additional Unit Shares purchased by such therewith). Each Underwriter on each Option Closing Date. The Underwriter Warrants Warrant will be on the same terms as the WarrantsWarrants and accordingly, except as otherwise required by FINRA will entitle the holder thereof to acquire, from the Company, one common share in the capital of the Company (as defined in Section 3(hh)), and will have each an “Underwriter Warrant Share”) at any time prior to 4:30 p.m. (Toronto time) on the date that is thirty-six months following the Closing Date upon payment of the exercise price of $1.25 and will be in the form of Exhibit E attached heretoUS$1.92.

Appears in 1 contract

Samples: Underwriting Agreement (Vista Gold Corp)

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Underwriter’s Commission. In consideration of this Agreementthe services to be rendered by the Underwriters in connection with the Offering, the Company agrees to will pay to each Underwriter at the Closing Date and each Option Closing DateUnderwriters, or the U.S. Affiliates, as applicable, an underwriting fee a cash commission (the “Company Commission”) equal to (a) 6.05.25% of the gross proceeds from the sale of the Firm Units by such Underwriter (other than certain Firm Units that are subject to a president’s list provided Offering multiplied by the Company to number of Treasury Unit Shares and Additional Treasury Shares, divided by the Representative prior to total number of Treasury Unit Shares and Additional Shares in the date hereof Offering and the Selling Shareholders will pay the Underwriters a cash commission (the “President’s ListSecondary Commission” and together with the Company Commission, the “Commission”) for which the underwriting fee will be 3.0%) and, if applicable, (b) 6.0equal to 3.25% of the gross proceeds of the Offering multiplied by the number of Secondary Shares divided by the total number of Treasury Unit Shares and Additional Shares issued in the Offering, including the gross proceeds arising from the sale exercise, where any such exercise takes place in whole or in part, of the Underwriters’ Option. For further clarity, 5.25% cash commission applies to the Treasury Units and Additional Treasury Shares issued, and 3.25% cash commission applies to the Secondary Shares issued in the Offering. The obligation of the Company and the Selling Shareholders to pay the Commission shall arise at Closing and the Commission shall be fully earned by the Underwriters at the Closing Time. As additional compensation for the services to be rendered by the Underwriters hereunder, the Company will issue to the Underwriters (or any Additional Units, Additional Unit Shares and/or Additional Warrants Selling Firms(s) engaged by such Underwriter the Underwriters) non-transferrable compensation options (the “Underwriters’ CommissionCompensation Options”), with each Compensation Option being exercisable to purchase that number of Common Shares (the “Compensation Shares”) as is equal to 5.00% of the aggregate number of Units issued pursuant to the Offering at the Purchase Price at any time before 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date. The Underwriters’ Commission may At the Closing Time, the Company shall execute and deliver to the Underwriters the Compensation Option Certificates in a form to be deducted agreed upon by the Underwriters from and the proceeds of sale of the Firm Units on the Closing Date andCompany, if applicable, the Additional Units, Additional Unit Shares and/or Additional Warrants, on each Option Closing Date. In addition, the Company agrees to pay to the Underwriters, in the manner specified by the Representative, all fees, disbursements and expenses incurred by the Underwriters in accordance with the provisions in Section 5 hereof. As additional consideration, the each Underwriter will also receive a number of common share purchase warrants (the “Underwriter Warrants” and each common share underlying the Underwriter Warrants, the “Underwriter Warrant Shares”) to purchase a number of common shares equal to 3.0% of the number of Unit Shares purchased by such Underwriter on the Closing Date (other than with respect to the President’s List for which the Underwriter Warrants will be for a number of common shares equal to 1.5% of the number of Unit Shares in connection with the President’s List purchased by such Underwriter) and 3.0% of the number of the Additional Unit Shares purchased by such Underwriter on each Option Closing Date. The Underwriter Warrants will be on the same terms as the Warrants, except as otherwise required by FINRA (as defined in Section 3(hh)), and will have an exercise price of $1.25 and will be in the form of Exhibit E attached heretoacting reasonably.

Appears in 1 contract

Samples: Underwriting Agreement (Nobilis Health Corp.)

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