Placement Agent Services Clause Samples
The Placement Agent Services clause defines the scope and responsibilities of a placement agent engaged by a company to assist in raising capital or securing investors. Typically, this clause outlines the specific services the agent will provide, such as identifying potential investors, facilitating introductions, and advising on transaction structure. It may also detail the agent’s compensation, reporting obligations, and any limitations on their authority. The core function of this clause is to clearly delineate the agent’s role and duties, ensuring both parties understand expectations and reducing the risk of disputes regarding the agent’s involvement in the fundraising process.
Placement Agent Services. In their capacity as Placement Agents, Cowen and ▇▇▇▇▇▇▇ will perform the following financial advisory and investment banking services as the Company may reasonably request.
a. review the business and operations of the Company and its historical and projected financial condition;
b. assist the Company in the drafting, preparation and distribution of presentation materials (the "Offering Materials") describing the Company, the Securities and the terms of the Placement;
c. identify and contact prospective purchasers of the Securities with the consent of the Company;
d. advise the Company as to the strategy and tactics of negotiations with prospective purchasers of the Securities and, if requested by the Company, participate in such negotiations; [▇▇ ▇▇▇▇▇ & Co. LOGO] [▇▇▇▇▇▇▇ LOGO]
e. advise the Company as to the timing and structure of the Placement; and
f. render such other financial advisory and investment banking services as are customary for this type of engagement and may from time to time be agreed upon by the Placement Agents and the Company. It is expressly understood and acknowledged that the Placement Agents' engagement does not constitute any commitment, express or implied, on the part of the Placement Agents or of any of their affiliates to purchase or place the Securities or to provide any type of financing and that the Placement will be a "best-efforts" Placement made by the Placement Agents on a reasonable best efforts basis. It is further understood that the Placement Agents' services hereunder shall be subject to, among other things, satisfactory completion of due diligence by the Placement Agents, market conditions, the absence of adverse changes to the Company's business or financial condition, approval of the Placement Agents' internal committees and any other conditions that the Placement Agents may deem appropriate for placements of such nature. It is expressly understood and agreed that the Placement Agents are not undertaking to provide any advice relating to legal, regulatory, accounting or tax matters. In furtherance thereof, the Company acknowledges and agrees that (a) it and its affiliates have relied and will continue to rely on the advice of its own legal, tax and accounting advisors for all matters relating to the Placement, and all other matters and (b) neither it, nor any of its affiliates, has received, or has relied upon, the advice of the Placement Agents or any of their affiliates regarding matters of law, taxation or ac...
Placement Agent Services. The Company hereby engages Palladium, on a reasonable best efforts basis, as its non-exclusive placement agent in the private placement (or series of related private placements) of, or similar unregistered transaction (or series of related transactions) involving, certain equity, equity-linked, or debt securities of the Company (or its subsidiaries or affiliated entities) (the “Securities”) to a limited number of institutional, accredited individual or strategic investors, at a price and upon terms satisfactory to the Company (each related round of private placement(s) or transaction(s), a “Transaction”).
Placement Agent Services. Under this Agreement, Agent will provide the following financial advisory and investment banking services as it may deem necessary and appropriate for the Placement:
a. review the Company’s business, including its operations and historical and projected financial condition;
b. assist the Company in drafting, preparing and distributing a management presentation and other related documents (the “Offering Materials”) that describe the Company, the Securities and the Placement terms;
c. assist the Company in identifying and contacting prospective purchasers of the Securities;
d. advise the Company regarding the strategy and tactics of negotiations with prospective purchasers of the Securities and, if requested by the Company, participate in such negotiations;
e. advise the Company about the timing and structure of the Placement; and
f. render other periodic financial advisory and investment banking services agreed to by Agent and the Company It is expressly understood and acknowledged that Agent’s engagement under this Agreement does not constitute any commitment, express or implied, on Agent’s part or any of its affiliates to purchase or place the Securities or to provide any type of financing and that the Placement will be made by Agent on a “best efforts” basis. It is further understood that Agent’s services hereunder shall be subject to, among other things, satisfactory completion of due diligence by Agent, market conditions, the absence of adverse changes to the Company’s business or financial condition, approval of Agent’s internal committee and any other conditions that Agent may deem appropriate for placements of such nature.
Placement Agent Services. 1. The Company hereby appoints the Agent as a non-exclusive placement agent in connection with the placement of the interests in the Company (“Interests”). The Agent agrees to serve as the Company’s agent and that Interests shall be offered and sold only in accordance with the terms and conditions set forth in this Agreement and the Company Documents (as defined in paragraph A.5., below). The Agent shall not have any liability to the Company in the event that any subscriber fails to consummate the purchase of Interests for any reason other than the Agent’s willful misfeasance, bad faith, gross negligence or reckless disregard or its duties hereunder.
2. The Agent shall have the right to solicit prospective investors for the purchase of Interests for the duration of this Agreement beginning as of October 29, 2007. From time to time the Agent will, as agent of and on behalf of the Company, solicit offers to purchase Interests. In performing its duties:
(a) the Agent will solicit offers to purchase Interests only from prospective Investors who are “U.S. persons” within the meaning of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and who meet the other suitability requirements, if any, established by the Company and communicated to the Agent in writing (“Permitted U.S. Person”);
(b) the offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof, and Regulation D under the Securities Act. Both the Agent and the Company have established the following procedures in connection with the offer and sale of Interests and agree that Agent will make offers or sales of any Interests in compliance with such procedures:
(i) offers and sales of Interests will be made only in compliance with Regulation D under the Securities Act, the Financial Institutions Regulatory Authority (the “FINRA”) rules, and state securities laws and only to investors with whom the Agent has a substantive and pre-existing relationship and that qualify as (x) “accredited investors,” as defined in Rule 501(a) under the Securities Act and (y) “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended;
(ii) no sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum (as defined in paragraph A.5., below) or as otherwise approved by...
Placement Agent Services. To act on a "Best Efforts" basis as the Placement Agent for this specific proposed transaction (or transactions) and to assist in securing firm investor commitments.
Placement Agent Services. In its capacity as placement agent, LCM will perform the following services as are requested by the Company and as it may deem necessary and appropriate in connection with the Placement:
a. review the business and operations of the Company and its historical and projected financial condition;
b. assist the Company in the drafting, preparation, and distribution of a management presentation and other related documentation (the “Offering Materials”) describing the Company, the Securities and the terms of the Placement;
c. assist the Company in identifying and contacting prospective purchasers of the Securities;
d. advise the Company as to the strategy and tactics of negotiations with prospective purchasers of the Securities and, if requested by the Company, participate in such negotiations;
e. advise the Company as to the timing and structure of the Placement; and
f. render such other financial advisory and investment banking services to the Company as may from time to time be agreed upon by LCM and the Company. It is expressly acknowledged that LCM’s engagement does not constitute any commitment, express or implied, on the part of LCM or of any of its affiliates or any member of the Lazard Group to purchase or place the Securities or to provide any type of financing and that the Placement will be made by LCM on an agency basis (i.e. not underwritten). It is further understood that LCM’s services hereunder shall be subject to, among other things, satisfactory completion of due diligence by LCM, market conditions, the absence of adverse changes to the Company’s business or financial condition, approval of LCM’s internal committee and any other conditions that LCM may deem appropriate for placements of such nature. It is expressly understood and agreed that neither LCM nor any member of the Lazard Group is undertaking to provide any advice relating to legal, actuarial, accounting, tax or other specialist matters. In furtherance thereof, the Company acknowledges and agrees that it has relied and will continue to rely exclusively on the advice of its own legal, tax and accounting advisors for all matters relating to the Placement, and all other matters.
Placement Agent Services. The Company hereby engages CIM and the Representatives to consult with and advise the Company with respect to the Transaction and anything incidental thereto, as directed by the Company. The Company engages CIM on a Best-Efforts REG D 506(c) general solicitation equity offering (Exhibit C - Terms and Structure of Offering) of up to $15 million gross proceeds. The Pre- Money Valuation for the Company on a fully diluted basis, including all convertible securities, options, warrants, and employee stock pools, will be no more than $31 million. The Company expressly acknowledges and agrees that the obligations of CIM and the Representatives hereunder with respect to the Transaction are on a reasonable “best efforts” basis only and that the execution of this Engagement Agreement does not constitute a commitment by CIM and the Representatives to provide financing to the Company and does not ensure the success of securing any financing on behalf of the Company. CIM and the Representatives’ services shall include, if appropriate or if reasonably requested by the Company: (a) soliciting, coordinating conference calls / setting up meetings, and evaluating indications of interest and proposals regarding a Transaction; and (b) advising the Company as to the structure of a Transaction. (Any material prepared by CIM that is used to secure a transaction shall be considered brought to the Company by and/or from CIM.)