M&A Fee Clause Samples

M&A Fee. In the event Consultant is the procuring cause (i.e., the initiator of a first communication between Client and a third party such as a corporation or financial source) of a successful merger, acquisition, or receipt of financing by Client occurring solely as the result of Consultant's introduction, Consultant shall be paid additional compensation in an amount equal to three percent (3%) of the total merger/acquisition value, or ten percent (10%) of the total amount of financing/capitalization secured on behalf of the Client (i.e., the "M&A Fee"). The M&A Fee shall be due and payable to Consultant within fifteen (15) days following the close of the applicable transaction. In instances where Consultant introduces the procuring cause (i.e., the initiator) of a successful financing/capitalization on behalf of the Client, Consultant shall be paid additional compensation of five percent (5%) of the total capitalization amount.

M&A Fee. Executive shall be entitled to receive a cash fee equal to 1.5% of the value of acquisitions or dispositions made by EVCI or its subsidiaries, that are initiated during the Employment Term, including the sale of EVCI’s entire business but excluding any going private transaction involving ComVest or its affiliate.

M&A Fee. In the event that the Company consummates the Offering and, thereafter or concurrently therewith the Company engages in any transaction involving a purchase or sale of assets or outstanding stock or a merger, acquisition or other business combination (each, a "Transaction") during the Term or the Tail Period (as defined in Paragraph D), the Company shall pay to Rodman a cash fee ("M&A Fee") equal to 3% of the Aggregate Consideration upon the closing of the Transaction. "Aggregate Consideration" shall mean the aggregate value of any cash consideration paid, any securities issued, any other non-cash consideration paid, the net present value of any deferred consideration paid, and any debt financing provided to the company the stock, debt or assets of which are acquired (the "Acquired Company"), its stockholders, affiliates or subsidiaries in connection with a Transaction, and the principal amount of all indebtedness of the Acquired Company (or its respective stockholders, affiliates or subsidiaries) which is assumed, retired, left outstanding (but excluding amounts owed to stockholders of the Acquired Company), or for which an exchange occurs in connection with such Transaction.

M&A Fee. Sterling Select shall be entitled to a fee equal to three percent (3%) of the net proceeds received by the Clearday under a transaction that results in a change of control of Clearday, whether by merger with, or sale of all or substantially all of Company’s assets and/or business operations, to or Affiliate of, an Introduced Relationship and which Sterling Select is the procuring cause of such transaction or provides significant advisory services in connection with such transaction which percentage shall be reduced to one percent (1%) if the transaction is with an Introduced Relationship or Affiliate of such person does not provide significant advisory services in connection with such transaction (“M&A Fee”); provided that any M&A Fee paid hereunder shall be due and payable to Select on the closing of such transaction if such transaction is for cash consideration (or will receive such share of equity of stock for stock or combination), upon receipt by the Clearday and/or its equity owners of the closing proceeds therefrom, in the same manner, kind, timing and subject to the same conditions as are the proceeds realized or to be realized thereunder by the Clearday and provided that such change of control transaction occurs during the Term or any period that is two years after the Term; and

M&A Fee i. If the Company closes any M&A transaction with a third party target during the term of this Agreement, then the Consultant shall be entitled to a success fee in the amount equal to five percent (5%) of the total transaction price, in any combination of cash and shares to be determined by OMNIQ, to be paid to the Consultant within two (2) weeks of the closing of such transaction. In the event an external entity is entitled to a success fee from the same M&A transaction, the Consultant’s fee shall be reduced to no less than two and one-half percent (2.5%) and such amount reduced from Consultant’s fee shall be reallocated to the fee due to such external entity. ii. If the Company closes any M&A transaction in which it is the acquired company, then the Consultant shall be entitled to a success fee in the amount equal to two percent (4%) of the total transaction price, in any combination of cash and shares to be determined by the Company, to be paid to the Consultant within two (2) weeks of the closing of such transaction. iii. The fees described in this Section 2(e) shall also apply to any M&A transaction that closes after the term of this Agreement but which the Consultant substantially contributed to prior to the termination of this Agreement.

M&A Fee. 3% of the aggregate enterprise value of any target acquisition candidate that the Company acquires, or if the Company itself or any of its assets are sold.