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. 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 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, except for dealings with the Placement Agents, whose commissions and fees will be paid by the Company.
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. Katalyst Securities LLC (“Katalyst”), a U.S.-registered broker-dealer and member of FINRA, has been engaged by Odyssey as placement agent on a reasonable efforts basis, for the Offering. The Company, subject to its agreement with Katalyst, or Katalyst itself, may engage additional placement agents (Katalyst, together with any such additional placement agents, the “Placement Agents”). The Placement Agents will each be paid at each Closing from the Offering proceeds a total cash commission of ten percent (10%) of the gross Purchase Price paid by Purchasers in the Offering introduced by them (the “Cash Fee”) and will each receive warrants to purchase a number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock sold to investors in the Offering, introduced by them, with a term of five (5) years from the date of the applicable Closing, and an exercise price of $1.50 per share (the “Placement Agent Warrants”); provided that with respect to funds raised from investors introduced by Odyssey, the Placement Agents will be paid a Cash Fee of five percent (5%) of the gross Purchase Price paid by such investors and will receive Placement Agent Warrants equal to five percent (5%) of the number of shares of Common Stock sold to such investors introduced by Odyssey. The Company will also pay certain expenses of the Placement Agents in connection with the Offering. Any sub-agent of the Placement Agents that introduces investors to the Offering will be entitled to share in the Cash Fee and/or Placement Agent Warrants attributable to those investors pursuant to the terms of an executed sub-agent agreement.
Placement Agents. (a) Underwriter agrees that it shall use its best efforts to be qualified to sell securities to purchasers in all 00 Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx and the Commonwealth of Puerto Rico either through its own brokers or through qualified Placement Agents licensed by NASD.
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 a. Wedbush Securities, Inc. (“Wedbush”), Xxxx Capital Partners, LLC (“Xxxx”) and Katalyst Securities LLC (“Katalyst”), each a broker-dealer licensed with the Financial Industry Regulatory Authority, Inc. (“FINRA”), have been engaged on a co-exclusive basis as placement agents (the “Placement Agents”), with Wedbush acting as the lead Placement Agent, for the Offering on a reasonable best efforts basis. The Placement Agents will be paid at each Closing an aggregate cash commission of eight percent (8%) of gross proceeds raised from investors in the Offering introduced by them (“Cash Fee”) and will receive warrants to purchase an aggregate 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 the Initial Closing Date or any Subsequent Closing, as applicable, and an exercise price of $5.00 per share (the “Placement Agent Warrants”); provided, however, that funds raised from certain existing shareholders of Valeritas will be subject to a Cash Fee of one percent (1%) and will have no Placement Agent Warrants coverage.
Placement Agents. On the basis of the representations, warranties and agreements of the Company and the Operating Partnership herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agents shall be the Company’s placement agents, acting on a reasonable best efforts basis, in connection with the issuance and sale by the Company of the Securities to the Investors in a proposed offering pursuant to the Registration Statement, with the terms of the offering to be subject to market conditions and negotiations among the Company, the Placement Agents and the prospective Investors (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, at the Closing Time (as defined herein) of the Offering, the Company shall pay to the Placement Agents an amount in the aggregate equal to 6.0% of the gross proceeds received by the Company from the sale of the Securities at the Closing Time (the “Placement Fee”). The sale of the Securities shall be made pursuant to the Registration Statement. The Company will enter into a securities purchase agreement with each Investor in the form included as Exhibit 10.21 to the Registration Statement (the “Securities Purchase Agreement” and, collectively, the “Securities Purchase Agreements”) on the terms set forth in the General Disclosure Package. Prior to the Closing Time, a completed Securities Purchase Agreement executed by each Investor shall have been delivered to the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part.