Underwriters’ Compensation. (a) The Company hereby appoints the Underwriter as its exclusive agent for a period of ninety (90) days from the Effective Date (unless extended by mutual written consent for an additional ninety (90) days) to sell and to obtain purchasers for at least 750,000 Shares and no more than 1,875,000 Shares at a price of $8.00 per Share (the "Public Offering Price") on a "best efforts, 750,000 Shares or none" basis. Unless 750,000 Shares are sold and paid for within 90 days from the Effective Date (unless further extended as specified in Paragraph 4 hereof) no Shares will be sold and in that event the Underwriter will not receive any of the commissions or expense allowances hereinafter mentioned unless otherwise hereinafter provided. Moreover, it is understood that if the required funds relating to the 750,000 Shares or such greater amount sold are received and deposited within the Escrow Account referred in Paragraph 4 hereof, but not cleared within the time set forth above, then up to an additional ten (10) business days shall be allowed for the sole purpose of clearance of such funds and the Closing of the offering. Such exclusive agency shall be good and irrevocable unless and until terminated as herein and hereinafter set forth.
(b) Subject to the filing and the becoming effective of a Registration Statement in compliance with the provisions of the Act and the availability for sale to the public of the Shares, pursuant to law, and subject to the fulfillment of all of the obligations of the Company and compliance with all of the terms and conditions hereof by the Company and in reliance upon the warranties, representations and covenants made by the Company herein, the Underwriter accepts the foregoing exclusive agency and agrees to use its best efforts during the term of the within Agreement to sell the Shares when and as issuable at the public offering price set forth above; and to make a public offering of the Shares as soon as reasonably practicable after the Registration Statement has become effective and the Shares have become available for public offering.
(c) As compensation for the services of the Underwriter herein, the Company shall allow the Underwriter subject to the sale and receipt of funds for at least 750,000 Shares to be offered herein, a sales commission or discount of nine (9%) percent of the Public Offering Price on all offered Shares to be sold hereunder. The Underwriter may organize a selling group (the "Selected Dealers", each of whom s...
Underwriters’ Compensation. (1) In consideration for the services of the Underwriters under this Agreement (including the ancillary services of acting as financial advisors to the Company in respect of the issue of the Offered Units and advising on the terms and conditions of the Offering), the Company will pay to the Underwriters:
(a) at the Closing Time, in the aggregate, a fee equal to 5.00% of the gross proceeds raised from the sale of the Initial Units (the “Underwriting Fee”); and
(b) at the Over-Allotment Option Closing Time, if applicable, a fee equal to 5.00% of the gross proceeds raised from the sale of the Additional Units.
Underwriters’ Compensation. Except as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, there are no arrangements, agreements or understandings of the Company or any Initial Stockholder that may affect the Underwriters’ compensation, and the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve months prior to the Effective Date.
Underwriters’ Compensation. (a) In consideration for the performance of its obligations hereunder, the Corporation shall, subject to the provisions of this Agreement, pay to the Underwriters an aggregate fee (the “Underwriting Fee”) equal to 6% of the Gross Proceeds (it being acknowledged and agreed that the Underwriting Fee shall be reduced to 2% with respect to the sale of Units to any Partially Excluded Purchasers).
(b) The Underwriters may retain one or more registered securities brokers or investment dealers to act as selling agent in connection with the sale of the Units but the compensation payable to such selling agent shall be the sole responsibility of the Underwriters, and only as permitted by and in compliance with all Applicable Securities Laws, upon the terms and conditions set forth in this Agreement and the Underwriters will require each such selling agent to so agree.
(c) In addition to the Underwriting Fee, as additional consideration for the performance of its obligations hereunder, the Corporation shall issue to the Underwriters (in such name or names as the Underwriters may direct in writing, provided that no such issue will be made in the United States or to or for the benefit or account of U.S. Persons) at the Time of Closing, compensation options (the “Compensation Options”) entitling the Underwriters to purchase, in the aggregate, that number of Common Shares (the “Compensation Shares”) as is equal to 6% of the aggregate number of Units sold hereunder (it being acknowledged and agreed that no Compensation Options shall be issued to the Underwriters with respect to the sale of Units to the Partially Excluded Purchasers). Each Compensation Option shall be exercisable for one Compensation Share at any time that is within 24 months from the Closing Date at a price of $0.18 per Compensation Share.
Underwriters’ Compensation. In consideration for the Underwriter’s services in connection with the issue and sale of the Units under the terms of this Agreement, the Corporation shall (i) pay to the Underwriter, at the Closing Time a fee (the “Underwriter’s Fee”) equal to 7% of the gross proceeds of the Offering (or $0.0315 per Unit) up to maximum gross proceeds of $5,499,999.90 and such amount shall be paid by way of set-off against the aggregate purchase price of the Units payable at Closing; and (ii) issue to the Underwriter and Sub-Dealers, if any, on written direction of the Underwriter, the Broker Warrants.
Underwriters’ Compensation. (1) The Company shall be entitled to designate in writing a list of purchasers to be mutually agreed upon with the Underwriter (the “President’s List”) who may purchase Offered Shares under the Offering.
(2) In consideration for the services of the Underwriter under this Agreement (including the ancillary services of acting as financial advisors to the Company in respect of the issue of the Offered Shares and advising on the terms and conditions of the Offering), the Company will pay to the Underwriter, at the Closing Time, in the aggregate, a fee equal to 6.0% of the gross proceeds raised from the sale of the Offered Shares to purchasers other than President’s List Purchasers, and 0.0% of the gross proceeds raised from the sale of the Offered Shares to President’s List Purchasers (the “Underwriting Fee”). For greater certainty, the above noted fees are inclusive of all applicable taxes.
Underwriters’ Compensation. For the Underwriters' commitments hereunder and in view of the fact that the proceeds of the sale of the TrUEPrS purchased hereunder will ultimately be invested in the Preference Shares, the Company hereby agrees to pay at Closing Time and each Date of Delivery, if any, to the Underwriters in immediately available funds, US$________ for each TrUEPrS purchased by them at Closing Time or such Date of Delivery, as the case may be; provided that such compensation for sales of more than _________ TrUEPrS to any single purchaser will be US$____ for each TrUEPrS purchased by them.
Underwriters’ Compensation. The total amount of underwriters’ discounts and commissions in the Planned Offering (the “Underwriters’ Compensation”) shall not exceed 5.25% of the price paid by the public for securities sold in the Planned Offering, unless either (i) the Investor agrees in advance in writing to the increased Underwriters’ Compensation, or (ii) the Company agrees in writing to reimburse the Investor, at the closing of the Planned Offering, for the difference between the actual Underwriters’ Compensation to be paid by the Investor and what the Underwriters’ Compensation would have been if it were set at 5.25%.
Underwriters’ Compensation. In consideration for their services hereunder, the Corporation agrees to pay to the Underwriters at the Closing Time or the Over-Allotment Closing Time, as applicable, a fee equal to 5.0% of the aggregate gross proceeds received by the Corporation on the sale of the Offered Shares (the “Underwriters’ Fee”). For greater certainty, the services provided by the Underwriters in connection herewith will not be subject to the Goods and Services Tax and any taxable supplies provided will be incidental to the exempt financial services provided.
Underwriters’ Compensation. 10.1 In consideration of the Underwriters' agreement to purchase the Purchased Shares (and to the extent the Over-Allotment Option is validly exercised, the Over-Allotment Shares) and in consideration of the services to be rendered by the Underwriters in connection therewith, including but not limited to acting as financial advisor to the Corporation in respect of the sale of the Offered Securities, assisting in preparing documentation relating to the Offered Securities, distributing the Offered Securities directly and through other registered investment dealers and performing administrative work in connection with the distribution of the Offered Securities the Corporation agrees to pay to the Underwriters an underwriting fee ("Underwriters' Fee") at the Closing Time equal to 7.0% of the aggregate gross proceeds for the Purchased Shares, and at each Additional Closing Time equal to 7.0% of the aggregate gross proceeds for the Over-Allotment Shares.
10.2 In addition to the Underwriters' Fee, as consideration for the Underwriters' services in connection with the Offering, the Corporation hereby agrees to issue to the Underwriters on the Closing Date, such number of Compensation Options (the "Compensation Options") as is equal in number to 7.0% of the aggregate number of Offered Securities issued under the Offering, registered in the names of the Underwriters or as the Underwriters may further direct. Each Compensation Option shall be exercisable to acquire one common share of the Corporation (the "Compensation Shares") at an exercise price equal to the Issue Price for a period of up to two (2) years following the Closing Date(s).
10.3 In addition to the Underwriters' Fee and Compensation Options, as consideration for the Lead Underwriter's services in connection with the Offering, upon execution the Engagement Letter, the Corporation shall immediately pay to the Lead Underwriter a non-refundable work fee of $25,000, plus applicable taxes (the "Work Fee").
10.4 Other than in a circumstance where the Offering does not proceed soley as a result of the Securities Commission's refusal to issue the Preliminary Receipt or the Final Receipt based upon concerns relating to the description of the Offering set forth in the Corporation's news releases issued on May 14, 2012 and May 15, 2012, if the Corporation does not proceed with the Offering for any reason(s) within the scope of its control and during the course of this Agreement or within six (6) months following te...
