Agreement to Act as Placement Agent Sample Clauses

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated Oc...

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-283178) (the “Registration Statement”) with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent the following: (i) a cash fee equal to seven percent (7%) of the aggregate gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”); (ii) a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Securities at the Closing; and (iii) reimbursement of the Placement Agent’s reasonable travel and other out-of-pocket expenses, and any incurred out-of-pocket costs of the escrow or clearing agent in an amount of up to $12,900. (b) The term of the Placement Agent’s exclusive engagement shall begin on the date hereof and continue until the earlier of (i) the Closing Date (the “Exclusive Term”), and (ii) the date the Placement Agent or the Company terminates the engagement according to the terms of the next sentence (such ...

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Units pursuant to the Company’s registration statement on Form S-3 (File No. 333-217034) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Units, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the securities comprising the Units shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Units at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s expenses pursuant to Section 6 hereof immediately upon the Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations containe...

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (the “Agreement”), Xxxx shall serve as the exclusive placement agent in connection with the issuance and sale by the Company of the Securities from the Registration Statement (as defined in Section 2 below), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, Xxxx and the Investors. Xxxx shall act on a best efforts basis and does not guarantee that it will be able to sell the Securities in the prospective Offering. It shall be a condition to the Offering that the Company enter into binding agreements (i) to convert all outstanding amounts under the Notes (as defined in Section 7(g)) into shares of Common Stock at a price no better than the purchase price of the Securities issued in the Offering (the “Debt Conversion”), which agreement shall be subject only to stockholder approval, the consummation of the Offering and certain customary conditions, and (ii) to sell to selected insiders, as agreed to by such persons and the Company, shares of Common Stock in an aggregate amount of no less than $500,000 on the same terms and conditions as the Securities are issued in the Offering (the “PIPE”), which agreement shall be subject only to stockholder approval, the consummation of the Offering and certain customary conditions. The Company shall use its best efforts to cause such agreements to be executed and to take any and all steps to cause such transactions to be presented to the Company’s stockholders for their approval. (b) As compensation for services rendered, on the Closing Date (as defined below), the Company shall pay to Xxxx an aggregate amount equal to 7.0% of the gross proceeds received by the Company from the sale of the Securities. The purchase price to the Investors for each Share is US$1.00 (the “Offering Price”). Xxxx may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering. The term of Xxxx’x exclusive engagement will be sixty (60) days from the date hereof (the “Exclusive Term”). Xxxx will be entitled to collect all fees earned through termination.

Agreement to Act as Placement Agent. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agent to act as its sole agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 3 hereof), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase Units otherwise than through the Placement Agent. (b) The Company hereby acknowledges that the Placement Agent has agreed, as agent of the Company, to use its commercially reasonable best efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase the Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of Units, the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2(c), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Units as principal. (c) Subject to the provisions of this Section 1, offers for the purchase of Units may be solicited by the Placement Agent as agent for the Company at such times and in such amounts as the Placement Agent deems advisable. The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Subject to the provisions of this Section 1(c), the Placement Agent shall have the right, in its discretion re...

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the Shares and pre-funded warrants pursuant to the Company’s registration statement on Form S-3 (File No. 333-237592) (the “Registration Statement”) (such offering, the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 8.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to the Placement Agent or its designees at the Closing to purchase shares of Common Stock equal to 6% of the aggregate number of Securities sold in the Offering. The Placement Agent Warrants shall be in a form reasonably satisfactory to the Placement Agent and the Company at an the exercise price equal to 125% of the public offering price per share and shall have an expiration date of five years from the effective date of the Registration Statement (as further defined below). (iii) ...

Agreement to Act as Placement Agent. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Placement Agent agrees to act as the Company's exclusive placement agent in connection with the issuance and sale, on a best efforts basis, by the Company of the Shares to the Investors. Upon the occurrence of the Closing (as hereinafter defined), the Company shall pay to the Placement Agent 6% of the proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Prospectus (as hereinafter defined).

Agreement to Act as Placement Agent. (a) The Company shall engage the Placement Agent, during the term of this Agreement, to render certain investment banking services on an exclusive basis in connection with the Proposed Offering. As of the date first set forth above, the Engagement Letter is hereby terminated and of no further force and effect. (b) The Placement Agent shall act on a best efforts basis and does not guarantee that it will be able to raise new capital in any prospective offering. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to without the Placement Agent’s prior written consent. (c) The term of the Placement Agent’s exclusive engagement will end on October 31, 2013 (the “Offering Period”), which may be extended until November 30, 2013 by agreement of the parties in writing, or earlier terminated. The Placement Agent’s engagement hereunder may be terminated by either the Company or the Placement Agent at any time, with or without cause, upon ten (10) days prior written notice to the other party. (d) In addition to the right of the Placement Agent to terminate this Agreement on ten (10) days written notice pursuant to (b), this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the final Closing if, in the Placement Agent’s sole judgment, (i) the Company shall have sustained a loss that is material to the Company, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York or California State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or boa...

Agreement to Act as Placement Agent. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Placement Agent agrees to act as the Company's exclusive placement agent in connection with the issuance and sale, on a best efforts basis, by the Company of the Shares to the Investors. The Company shall pay to the Placement Agent ____% of the proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Prospectus (as hereinafter defined).

Agreement to Act as Placement Agent. On the basis of the representations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all the terms and conditions of this Agreement, the Placement Agent agrees to act as the Company’s and the Selling Stockholder’s exclusive placement agent in connection with the issuance and sale, on a minimum-maximum best efforts basis, by the Company and the Selling Stockholder of the Units to the Investors. The Placement Agent agrees to use its commercially reasonable best efforts to identify prospective Investors and assist the Company and the Selling Stockholder in selling the Units in accordance with applicable federal and state laws. The Company shall pay to the Placement Agent six percent (6%) of the proceeds received by the Company from the sale of the Company Units. The Selling Stockholder shall pay to the Placement Agent six percent (6%) of the proceeds it receives from the sale of Selling Stockholder Units.