M&A Transaction Fees Sample Clauses
The M&A Transaction Fees clause defines how fees and expenses related to mergers and acquisitions are allocated between the parties involved. Typically, this clause specifies which party is responsible for paying investment banker, legal, accounting, and other advisory fees incurred during the transaction process. For example, the buyer may agree to cover its own due diligence costs, while the seller pays its own advisors, or the agreement may outline shared responsibilities for certain expenses. The core function of this clause is to ensure transparency and prevent disputes by clearly delineating financial obligations related to the transaction.
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M&A Transaction Fees. The M&A Transaction fees shall be payable to the Representative in cash at the closing or closings of the M&A Transaction to which it relates and shall be equal to five percent (5.0%) of the M&A Transaction consideration as defined below, which, for the avoidance of doubt, should only include consideration received by the Company from any investor actually introduced by the Representative to the Company during the Engagement Period, with conditions set forth under Section 7.4 of the Underwriting Agreement to which this Schedule is attached. The amount of consideration paid in a M&A Transaction shall include, for purposes of calculating such fee, all forms of consideration paid or received, directly or indirectly, by the Company and/or its shareholders in such M&A Transaction, including, without limitation, cash, securities, notes or other evidences of indebtedness, assumption of liabilities (whether by operation of law or otherwise), or any combination thereof. If all or portion of the consideration paid in the M&A Transaction is other than cash or securities, then the value of such non-cash consideration shall be the fair market value thereof on the date the M&A Transaction is consummated as mutually agreed upon in good faith by the Company and the Representative. If such non-cash consideration consists of ordinary shares, options, warrants or rights for which a public trading market existed prior to the consummation for the M&A Transaction, then the value of such securities shall be determined based upon the closing or last sales price thereof on the date of the consummation of the M&A Transaction. If such non-cash consideration consists of newly-issued, publicly-traded ordinary shares, options, warrants or rights for which no public trading market existed prior to tire consummation of the M&A Transaction, then the value thereof shall be the average of the closing prices for the twenty (20) trading days after the fifth (5th) trading day after the consummation of the M&A Transaction. In such event, the fee payable to the Representative pursuant to this Schedule shall be paid on the thirtieth (30th) trading day after consummation of the M&A Transaction. If no public market exists for the ordinary shares, options, warrants or other rights issued in the M&A Transaction, then the value thereof shall be as mutually agreed upon in good faith by the Company and the Representative. If the non-cash consideration paid in the M&A Transaction consists of preferred sh...
M&A Transaction Fees. At the closing of an M&A Transaction, the Company shall pay to Newbridge a fee (each an “M&A Transaction Fee”) as described in the schedule below. ● Seven Percent (7.0%) of the first $2 million paid in Aggregate Consideration (as defined in Section 17) of any M&A Transaction. ● Six Percent (6.0%) of everything above $2 million paid in Aggregate Consideration of any M&A Transaction. The fee shall be paid in Equity, and the common share equivalents will be calculated on the close of trading on the date of closing of the M&A Transaction, and the Common Stock shall be issued within 5 business days upon closing of the M&A Transaction. The equity received as part of the M&A Transaction Fee, shall be subject to a leak-out provision, with the following schedule: ● 100% of the original stock held, can be sold after a holding period of 6 months from the date of the closing of the M&A Transaction. At Newbridge’s option and upon Newbridge’s written instructions to the Company, the Company shall issue all or a portion of the Shares due to Newbridge under this Agreement directly to specified Newbridge affiliates, employees or any other third-party assignee. Such assignees shall also be subject to the lock-up provisions described above. The stock certificates evidencing such Shares shall include a legend reflecting the leak-out provisions.
M&A Transaction Fees. During the term of this Agreement, the Company agrees to appoint D&C as a non-exclusive investment banker with respect to possible merger, acquisition, joint venture, sale of all or substantially all of the assets of the Company (any of the foregoing, a “M&A Transaction”), subject in all cases to D&C’s agreement so to act. In connection with an M&A Transaction that the Company agrees to retain D&C’s services in a separate writing, the Company agrees to pay D&C a fee which will be a percent of the value of the aggregate consideration paid in the M&A Transaction in accordance with the attached fee schedule (Exhibit B).
M&A Transaction Fees. At the closing of an M&A Transaction, the Company shall pay to Newbridge a fee (each an “M&A Transaction Fee”) as described in the schedule below. ■ Two Percent (2.0%) of the Aggregate Consideration (as defined in Section 17) of any M&A Transaction. The fee shall be paid in Equity, and the common share equivalents will be calculated on the close of trading on the date of closing of the M&A Transaction, and the Common Stock shall be issued within 5 business days upon closing of the M&A Transaction. The equity received as part of the M&A Transaction Fee, shall be subject to a leak-out provision, with the following schedule: ■ 100% of the original stock held, can be sold after a holding period of six (6) months from the date of the closing of the M&A Transaction. However, to the extent all or part of an M&A Transaction Fee due to Newbridge results from consideration that is contingent upon the occurrence of some future event (e.g., an earnout or the realization of earnings projections), the part of the Transaction Fee related to the contingent consideration shall be payable upon the receipt of such consideration. At Newbridge’s option and upon Newbridge’s written instructions to the Company, the Company shall issue all or a portion of the Shares due to Newbridge under this Agreement directly to specified Newbridge affiliates, employees or any other third-party assignee. Such assignees shall also be subject to the lock-up provisions described above. The stock certificates evidencing such Shares shall include a legend reflecting the leak-out provisions.