Engagement Agreement definition
Examples of Engagement Agreement in a sentence
Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Holders, except as expressly provided herein and in the Representative Engagement Agreement, and for the avoidance of doubt, the Representative shall have no obligations under any ancillary agreement, schedule, exhibit or disclosure schedule.
Notwithstanding anything herein to the contrary, the Engagement Agreement shall continue to be effective, including but not limited to Section 4 therein, and the terms therein shall continue to survive and be enforceable by the Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail.
All actions taken by the Representative under this Agreement or the Representative Engagement Agreement shall be binding upon each Holder and such H▇▇▇▇▇’s successors as if expressly confirmed and ratified in writing by such H▇▇▇▇▇, and all defenses which may be available to any Holder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement are waived.
Certain Holders have entered into an engagement agreement (the “Representative Engagement Agreement”) with the Representative and agreed to provide direction to the Representative in connection with its services under this Agreement and the Representative Engagement Agreement (such Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”).
The Placement Agent’s engagement hereunder shall be until the earlier of (i) December 1, 2025, or (ii) the consummation of the Offering (as described in the Engagement Letter), except in the case of termination by the Company of J▇▇▇▇▇ ▇▇▇▇▇▇ of its engagement for Good Reason, as defined in the Engagement Agreement (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Engagement Period”).