Placement Agents Sample Clauses
The Placement Agents clause defines the role and responsibilities of third-party intermediaries, known as placement agents, who assist in raising capital or securing investors for a transaction or fund. Typically, this clause outlines whether placement agents have been engaged, the scope of their authority, and any fees or compensation arrangements related to their services. It may also require disclosure of the agents' involvement to ensure transparency. The core function of this clause is to clarify the use of placement agents, allocate related costs, and prevent undisclosed third-party involvement, thereby reducing potential conflicts of interest and ensuring regulatory compliance.
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Placement Agents. Each Investor hereby acknowledges and agrees that (a) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities to the Investor and neither any Placement Agent nor any of its affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the Securities, (b) no Placement Agent has made and does not make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desired, (c) no Placement Agent will have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) no Placement Agent will have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by any Placement Agent or any of its affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any their respective affiliates may have acquired non-public information with respect to the Company which...
Placement Agents. The Purchaser will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agents and understands that neither the Placement Agents nor any other broker or dealer have any obligation to make a market in the Subordinated Notes.
Placement Agents. The Company has taken no action that would give rise to any claim by any Person for brokerage commissions, placement agent’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.
Placement Agents. Such Investor hereby acknowledges and agrees that (a) each of the Placement Agents is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) no Placement Agent has made or will make any representation or warranty, whether express or implied, of any kind or character, or has provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) no Placement Agent will have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) no Placement Agent will have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents.
Placement Agents. The Investor acknowledges that the Placement Agents have not performed any due diligence review on behalf of the Investor. Furthermore, the Investor will purchase the Shares directly from the Company and not from the Placement Agents and understands that neither the Placement Agents nor any other broker or dealer has any obligation to make a market in the Common Stock.
Placement Agents. (a) Underwriter agrees that it shall use its best efforts to be qualified to sell securities to purchasers in all ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ and the Commonwealth of Puerto Rico either through its own brokers or through qualified Placement Agents licensed by NASD.
(b) Underwriter shall enter into selling agreements with licensed brokers and/or dealers it selects who are acceptable to the Company using a form of selling agreement reasonably acceptable to the Company ("Selling Agreements"). Those brokers and/or dealers who enter into Selling Agreements with the Underwriter are referred to in this agreement as the "Underwriter's Placement Agents." Underwriter may also enter into Selling Agreements with Placement Agents selected by the Company who are reasonably acceptable to Underwriter, which such Placement Agents upon the execution of Selling Agreements shall be deemed Underwriter's Placement Agents. Neither the Company nor Underwriter shall unreasonably withhold acceptance of any Placement Agent proposed by the other party. Each Selling Agreement shall provide a minimum commission of 5% of the Underwriter's Placement Agent's gross sales of securities and shall provide that the Underwriter's Placement Agent shall receive at least 20% of the Underwriter's Warrants with respect to such sales, all of which shall be paid out of the Underwriter's compensation set forth in para. 4(e) above.
(c) Underwriter acknowledges that the Company has entered into a financial consulting agreement with Alberdale & Co., London, England ("Alberdale") whereby Alberdale will (i) represent the sale of the Company's securities in the United Kingdom and certain other countries, and (ii) assist the Company in locating Placement Agents for this offering. To the extent that Alberdale introduces the Company and the Underwriter to any Placement Agent that signs a Selling Agreement on or before the day following the effective date of the offering, thereby becoming an Underwriter's Placement Agent, Alberdale shall be entitled to a fee equal to 10% of the compensation earned by that Placement Agent, of which one-half will be a reduction in that Placement Agent's compensation and one-half will be provided by Underwriter. The parties acknowledge that Neidiger ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. and Pali Capital, Inc. are potential Placement Agents who have been introduced to the Company by Alberdale.
(d) The Company shall be free to enter into agreements with Placement Agents, including, but ...
Placement Agents. The Company may engage finders, brokers or placement agents in connection with the transactions contemplated hereby and pay to such brokers fees not to exceed eight (8) percent of the gross proceeds of the Offering and shares of Common Stock representing eight (8) percent of shares of Common Stock sold in the Offering.
Placement Agents. The Benchmark Company, LLC, Seaport Global Securities LLC, Network 1 Financial Services, Inc., PHX Financial, Inc. (d/b/a Phoenix Financial Services) and Dinosaur Financial Group, LLC (each, a “Placement Agent” and, together, the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as placement agents, on a reasonable “best-efforts” basis, for the Offering. The Placement Agents for the Offering (a) will be paid a total cash commission equal to eight percent (8.0%) of the aggregate Purchase Price paid by the Purchaser and all Other Purchasers in the Offering or four percent (4.0%) in the case of any Shares purchased in the Offering by pre-Merger shareholders of the Company or existing officers, directors, or securityholders of Matternet or their friends and family (“Existing Investors”) (such cash commission, the “Cash Fee”) and (b) will receive at each applicable Closing warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering other than any sold to Existing Investors, with a term ending on the earlier of the fifth (5th) anniversary of the date of issuance and three (3) years after the Common Stock is first listed on an Exchange, with an exercise price of $3.00 per share (the “Placement Agent Warrants”). The Placement Agent Warrants will have an option for cashless (net) exercise at any time after the Registration Effectiveness Deadline (as defined in the Registration Rights Agreement) when there is no effective registration statement registering, or such registration statement is not available for, the resale of the shares issuable upon exercise of the Placement Agent Warrants. Notwithstanding the foregoing, the Placement Agents will be paid a cash fee equal to two percent (2.0%) of the aggregate Purchase Price paid if the Purchaser or Other Purchaser is one of certain identified entities or individuals agreed with the Placement Agents, and any other third-party placement agents will be paid a cash fee equal to six percent (6%) of such aggregate Purchase Price, but none of the Placement Agents or any other third-party placement agent will receive any Placement Agent Warrants or other warrants with respect to such Purchaser or Other Purchaser. Each of the Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless at the time of transfer the Common Stock is ...
Placement Agents. The Benchmark Company, LLC and Katalyst Securities, LLC, each a broker-dealer licensed with FINRA, have been engaged on a co-exclusive basis as placement agents (the “Placement Agents”) for the Offering on a reasonable best efforts basis. The Placement Agents will be paid at closing from the proceeds in the Escrow Account, a cash commission of Eight Percent (8%) of the gross funds raised from investors in the Offering introduced by them (“Cash Fee”) and will receive warrants to purchase a number of shares of Common Stock equal to Eight Percent (8%) of the number of Shares sold to the investors in the Offering introduced by the Placement Agents, with a term of five (5) years from each Closing and an exercise price of $5.00 per share (the “Placement Agent Warrants”), except for proceeds raised from existing shareholders of Miramar or from the conversion of the Convertible Notes (attached hereto as Exhibit 1), and new accredited investors who have a relationship with Miramar and subscribe to cause the Minimum Offering or the Maximum Offering to be fully subscribed (the “Friends and Family Investors”), for which the Placement Agents shall not be entitled to a receive a Cash Fee or to receive Placement Agent Warrants; provided however, Katalyst Securities LLC will be paid a non-accountable administrative fee of $50,000 (in addition to any Cash Fee it may earn for other investors) upon the first closing of the Offering paid from the proceeds in the Escrow Account. The Placement Agent Warrants will have “weighted average” anti-dilution protection, subject to customary exceptions. Any sub-agent of a Placement Agent that introduces investors to the Offering will be entitled to share in the Cash Fees and Placement Agent Warrants attributable to those investors as described above, pursuant to the terms of an executed sub-agent agreement.
Placement Agents. FivePrime has taken no action that would give rise to any claim by any Person for brokerage commissions, placement agent’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.