Placement of Securities and Compensation Sample Clauses

Placement of Securities and Compensation. (i) Fee. Upon the execution of this Agreement, Xxxx Xxxxxx Financial and the Company will structure offerings of the Company’s securities, on such terms and conditions as are mutually agreed to and thereafter, Xxxx Xxxxxx Financial shall use its best efforts to raise the Company gross proceeds of up to Ten Million Dollars ($10,000,000 ). It is presently contemplated that offering will be made in one (1) tranche (the “Financing” or “Offering”) as follows: up to 80 Units of the Company’s securities, at $125,000 per Unit, each Unit consisting of 100,000 shares of the Company’s common stock and a warrant to purchase 100,000 shares of the Company’s common stock at $2.50 per share (“Investor Warrants”). In connection with the Financing, Xxxx Xxxxxx Financial compensation shall be as follows:
Sample 1
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Placement of Securities and Compensation. Upon the execution of this Agreement, Mercer will, in conjunction with the Company’s management, commence an offering of One Million Five Hundred Thousand ($1,500,000) Dollars of the Company’s 8% Convertible Notes (the “Notes”) which shall be convertible into shares of the Company’s common stock as follows: (A) at seventy-five ($0.75) cents per share at any time prior to the shares of the Company’s Common Stock being quoted on the Over-the-Counter Bulletin Board (“OTCBB”); (B) for a period of ninety (90) days from the date the shares of the Company’s Common Stock are quoted on the OTCBB, at the lesser of a 25% discount to the Closing Price on the business day preceding the Date of Conversion or One ($1.00) Dollar with a floor of seventy-five ($0.75) cents; or (C) thereafter, at the greater of a 25% discount to the Closing Price on the business day preceding the Date of Conversion or Seventy-Five ($0.75) cents. The Note purchasers will also receive warrants to purchase one (1) share of common stock for each two ($2.00) dollars of Notes purchased (the “Warrants”) which shall be exercisable at one dollar fifty cents ($1.50) per share (the “Warrants”). The shares of common stock underlying the Notes and the Warrants shall have piggyback registration rights. Upon completion of the sale of all of the Notes, the Company reserves the right, with the consent of Mercer, to offer and sell up to an additional Five Hundred Thousand ($500,000) Dollars of Notes with Warrants upon the same terms as the sale of the Notes. In connection with the placement of the Notes and Warrants, Mercer shall be paid a sales commission of ten (10%) percent, a non-accountable expense allowance of three (3%) percent and placement agent warrants (the “Placement Warrants”) equal to ten (10%) percent of securities into which the Notes and Warrants are convertible or exercisable into. The Placement Warrants shall be exercisable for a period of five (5) years on a cashless basis at $0.75 per share and the shares underlying the Placement Warrants shall have “piggyback” registration rights. For future capital raising investment banking services that will be rendered by Mercer, the cash fees and warrants issuable for such services will not be less than the fees set forth in this Section 4.
Sample 1

Related to Placement of Securities and Compensation

  • Treatment of Securities The Company will treat the Securities as indebtedness, and the amounts, other than payments of principal, payable in respect of the principal amount of such Securities as interest, for all U.S. federal income tax purposes. All payments in respect of the Securities will be made free and clear of U.S. withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S. or non-U.S. status for U.S. federal income tax purposes, or any other applicable form establishing a complete exemption from U.S. withholding tax.

  • Payment of Securities 39 SECTION 4.02.

  • Replacement of Securities If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

  • Evaluation of Securities Compensation for Evaluation; Portfolio Supervision and Bookkeeping and Administrative Services; Succession

  • Repayment of Securities Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest (if any) thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that, with respect to such Securities, on or before the Repayment Date it will deposit with a Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest (if any) on, all the Securities or portions thereof, as the case may be, to be repaid on such date.

  • Treatment of Securities as Debt It is intended that the Securities will be treated as indebtedness and not as equity for federal income tax purposes. The provisions of this Indenture shall be interpreted to further this intention.

  • Terms of Securities A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.

  • Valuation of Securities Securities shall be valued in accordance with (a) the Fund's Registration Statement, as amended or supplemented from time to time (hereinafter referred to as the "Registration Statement"); (b) the resolutions of the Board of Trustees of the Fund at the time in force and applicable, as they may from time to time be delivered to FUND ACCOUNTING, and (c) Proper Instructions from such officers of the Fund or other persons as are from time to time authorized by the Board of Trustees of the Fund to give instructions with respect to computation and determination of the net asset value. FUND ACCOUNTING may use one or more external pricing services, including broker-dealers, provided that an appropriate officer of the Fund shall have approved such use in advance.

  • Authorization of Securities The Securities to be sold by the Company under this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Securities is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Securities to be sold by the Company under this Agreement are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person.

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