Services and Fees. (a) The Advisor will, if requested by the Company: (i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination; (ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings; (iii) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and (iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination. (b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”). (c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”). (d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder. (e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 4 contracts
Sources: Advisory Agreement (Bowen Acquisition Corp), Advisory Agreement (AlphaVest Acquisition Corp.), Advisory Agreement (AlphaVest Acquisition Corp.)
Services and Fees. (a) The At the Company’s request, the Advisor will, if requested by the Company:
(i) i. Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) . Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce . Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
iv. Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) v. Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Progress Acquisition Corp.), Advisory Agreement (Progress Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iii) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided 1.0% (of the 3.5%) shall be paid in cash and be subject to reduction and paid to the Advisor, in cash, in proportion to the amount of capital retained in the Trust Account (defined below) at closing of a Business Combination. The remaining fee shall be payable as follows: (i) 1.5% of the gross proceeds received by the Company in the IPO shall be payable in cash and (ii) 1.0% of the gross proceeds received by the Company in the IPO shall be payable in the form of a convertible note, containing customary terms, convertible into ordinary shares of the Company commencing six months after the consummation of the Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into share capital, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company and/or its shareholders as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Pelican Acquisition Corp), Advisory Agreement (Pelican Acquisition Corp)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iiiii) Attempt to introduce the Company to potential investors to purchase who may be interested in purchasing the Company’s securities in connection with the Business Combination;
(iii) Assist the Company in the preparation of the registration statement or tender offer materials; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.54.0% of the gross proceeds received by the Company in the IPO (the “Transaction Fee”). The Fee shall be payable as follows: (i) 1.0% of the gross proceeds received by the Company in the IPO shall be payable in cash ($2,200,000, or up to $2,530,000 if the underwriters’ over-allotment option is exercised in full), and (ii) 3.0% of the gross proceeds received by the Company in the IPO shall be payable in cash based on the funds remaining in the Trust Account (as defined below) after giving effect to the redemption of the Company’s public shares in connection with a Business Combination (up to $6,600,000, or up to $7,590,000 if the underwriters’ over-allotment option is exercised in full) (such amount, the “Trust Account Portion”).
(c) In addition The Trust Account Portion shall be determined by multiplying (i) a fraction, the numerator of which is the number of Class A ordinary shares of the Company sold in the IPO (the “Public Shares”) outstanding immediately prior to the Transaction Feeconsummation of the initial Business Combination, net of any Public Shares that have been submitted for redemption by public shareholders who have properly exercised their redemption rights and net of any Public Shares held by public shareholders that have entered into forward purchase agreements or other arrangements whereby the Company shall pay has a contractual obligation to Advisor a cash fee equal to 1.0% repurchase such shares after closing of the Total Consideration initial Business Combination, and the denominator of which is the number of Public Shares outstanding at the closing of the IPO by (as the term “Total Consideration” is defined belowii) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”)3.0%.
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPOAccount. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Merger Agreement (Soren Acquisition Corp.), Advisory Agreement (Soren Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iiiii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.54.0% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital stock of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such sharescapital stock), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares stock obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days immediately prior to the record date Closing. 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 the vote on Closing, then the value thereof shall be determined by reference to the Business Combination’s definitive acquisition agreement and proxy materials. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 12, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (HL Acquisitions Corp.), Advisory Agreement (HL Acquisitions Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided that up to 30% of the fee may be allocated in the Company’s sole discretion to other third parties who are investment banks or financial advisory firms not participating in the IPO that assist the Company in identifying and consummating an initial Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (as defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation under FINRA Rule 5110.01 in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Springwater Special Situations Corp.), Advisory Agreement (Springwater Special Situations Corp.)
Services and Fees. (a) The Advisor Advisors will, if requested by from time to time, upon the Company’s request and in consultation with the Company:
(i) Assist the Company in the transaction structuring arranging meetings with its stockholders to discuss one or more potential Business Combinations, including making calls to stockholders and negotiation of a definitive purchase agreement with respect providing business updates and marketing feedback, in all cases to the Business Combinationextent legally permissible;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s publicly-traded securities in connection with after-market transactions following the public announcement of the Business Combination;
(iii) Provide financial advisory services to assist the Company in its efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, any press releases and and/or filings related to any Business Combination or related Targets (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services will not include (x) any solicitation of potential investors in connection with the IPO or any Business Combination, (y) any solicitation of proxies in connection with the Business Combination, or (z) any provision of M&A-related advisory services. In the event that the Company requests that any Advisor provide any placement agent and/or M&A-related advisory services, such engagement will be set forth in one or more separate agreements between the Company and such Advisor.
(b) As compensation for the foregoing servicesServices, the Company will pay the Advisor Advisors a cash fee equal to to, in the aggregate, 3.5% of the gross proceeds received by the Company in from the IPO (“Transaction Fee”).
(c) In addition sale of its equity securities pursuant to the Transaction FeeRegistration Statement during the IPO, including any proceeds from the Company shall pay to Advisor a cash fee equal to 1.0% full or partial exercise of the Total Consideration underwriters’ over-allotment option described therein (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) . The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor Advisors by wire transfer at the closing of the initial Business Combination (“Closing”) from ), and shall be allocated as agreed to among the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPOAdvisors. If a proposed Business Combination is not consummated for any reasonreason during the 24-month period (as such period may be extended) from the closing of the IPO, no Fee shall be due or payable to the Advisor Advisors hereunder.
(e) For purposes . The Fee shall be exclusive of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or any other property paid or transferred at the Closing (or Closings) by or fees which may become payable to the Company, Advisors pursuant to any other agreement among the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of Advisors and the Company or any Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Foresight Acquisition Corp.), Advisory Agreement (Foresight Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iii) Attempt to introduce the Company to potential investors to purchase who may be interested in purchasing the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”). The Transaction Fee shall be payable as follows: (i) 1.5% of the gross proceeds received by the Company in the IPO shall be payable in cash and (ii) 2.0% of the gross proceeds received by the Company in the IPO shall, at the option of the Company, be payable in the form of a convertible note, containing customary terms, convertible into the Company’s ordinary shares.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is are due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (as defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority (“FINRA”) determines that such payment would not be deemed underwriters’ compensation under FINRA Rule 5110 in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into share capital, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company and/or its shareholders as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Peace Acquisition Corp.), Advisory Agreement (Peace Acquisition Corp.)
Services and Fees. (a) The In connection with the engagement the Advisor will, if requested by the Company:
: (i) Assist the hold meetings with Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings stockholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
attributes; (iiiii) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination, however, to the extent such investors purchase such securities, the Advisor will be compensated on the closing of such financing as set forth in the Engagement Letter; and
(c) assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and (iv) Assist assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.54.5% of the gross proceeds received by the Company in the IPO (the “Transaction Fee”); provided, that up to 20% of the Fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating the Business Combination. The Fee shall be exclusive of any finder’s fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Greenrose Acquisition Corp), Merger Agreement (Greenrose Acquisition Corp)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided that up to 30% of the fee may be allocated in the Company’s sole discretion to other third parties who are investment banks or financial advisory firms not participating in the IPO that assist the Company in identifying and consummating an initial Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Americas Technology Acquisition Corp.), Advisory Agreement (Americas Technology Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iiiii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities (the “Securities”) in connection with the Business Combination;
(iii) Assist the Company with the Company’s proxy statement or tender offer materials, but not the solicitation of proxies; and
(iv) Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor (i) a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (the “Transaction M&A Fee”).
) and (cii) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the consideration issued to a Target as the Total Consideration (as the term “Total Consideration” is defined below) in if the event Advisor introduces the Company to the Target with which the Company completes a Business Combination is consummated with a Target introduced by the Advisor (the “Finder Finder’s Fee” and and, together with the Transaction M&A Fee, the “FeeFees”).
(d) . The Transaction M&A Fee and any Finder Fee, the Finder’s Fee (if applicable, shall be ) are due and payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (as defined below); provided that the Finder Finder’s Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee Fees shall be due or payable to the Advisor hereunder. The M&A Fee and the Finder’s Fee shall be exclusive of any other fees which may become expressly payable to the Advisor pursuant to any subsequent agreement between an Advisor and the Company or the Target.
(ec) For purposes of this Agreement, “Total Consideration” shall mean have the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred meaning set forth in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are madeAnnex II.
Appears in 2 contracts
Sources: Merger Agreement (IB Acquisition Corp.), Merger Agreement (IB Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.54.0% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Distoken Acquisition Corp), Advisory Agreement (Distoken Acquisition Corp)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iii) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided that 30% of the Transaction Fee shall be reduced pro rata based on the amount of funds remaining in the Trust Account (defined below) following the Business Combination plus any capital raised through the closing of the Business Combination, as compared to the amount deposited into the Trust Account on the closing of the IPO (including pursuant to the over-allotment option).
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below)) and from the Company’s other sources if there are not enough funds held in the Trust Account to pay the entire Fee; provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into share capital, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company Company’s security holders as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions Transaction documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (RF Acquisition Corp III), Advisory Agreement (RF Acquisition Corp III)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iii) Attempt to introduce the Company to potential investors to purchase who may be interested in purchasing the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in preparation of the registration statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”). The Transaction Fee shall be payable as follows: (i) 1.5% of the gross proceeds received by the Company in the IPO shall be payable in cash and (ii) 2.0% of the gross proceeds received by the Company in the IPO shall, at the option of the Company, be payable in the form of a convertible note, containing customary terms, convertible into the Company’s ordinary shares.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is are due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (as defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority (“FINRA”) determines that such payment would not be deemed underwriters’ compensation under FINRA Rule 5110.01 in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into share capital, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company and/or its shareholders as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Calisa Acquisition Corp), Advisory Agreement (Calisa Acquisition Corp)
Services and Fees. (a) The Advisor Advisors will, from time to time, if requested by and in consultation with the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target. Notwithstanding anything to the contrary contained herein, (A) the Advisors’ services will not include (x) any solicitation of potential investors in connection with the Business Combination, or (y) any solicitation of proxies in connection with the Business Combination, and (B) the obligations of the Advisors to provide any of the above services described under Section 1(a)(i)-(v) or perform any other obligations imposed upon the Advisors hereunder shall be several and not joint. In the event that the Company requests that an Advisor provide any placement agent and/or other services in support of the Business Combination, such engagement will be set forth in one or more separate agreements between the Company and the Advisor.
(b) As compensation for the foregoing services, the Company will pay the Advisor Advisors a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (“Transaction Fee”)) allocated as set forth on Schedule 1 hereto.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor Advisors by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (as defined below); provided that the Finder Transaction Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation under FINRA Rule 5110.01 in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor Advisors hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (TradeUP Acquisition Corp.), Advisory Agreement (TradeUP Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iiiii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Assist the Company with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided, that, in the Company’s discretion, up to 30% of the Transaction Fee may be paid to other FINRA members that assist the Company in consummating a Business Combination. The Transaction Fee is due and payable in cash to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account. If a proposed Business Combination is not consummated for any reason, no Transaction Fee shall be due or payable to the Advisor hereunder.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event that the Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any . Any Finder Fee, if applicable, shall be payable in cash and applicable is due and payable in cash to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); , provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from after the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(ed) For purposes of this Agreement, “Total Consideration” shall mean means the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital stock of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such sharescapital stock), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares stock obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days immediately prior to the record date Closing. 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 the vote on Closing, then the value thereof shall be determined by reference to the Business Combination’s definitive acquisition agreement and proxy materials. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration Total Consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (RF Acquisition Corp.), Advisory Agreement (RF Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) i. Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) . Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce . Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
iv. Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) v. Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (the “Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to the Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event the Advisor introduces the Company to the Target with which the Company completes a Business Combination (the “Finder Fee” and and, together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Ignyte Acquisition Corp.), Advisory Agreement (Ignyte Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iiiii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided that, in the Company’s discretion, up to 30% of the Transaction Fee may be paid to other third parties who are investment banks or financial advisory firms that did not participate in the IPO that assist the Company in identifying and consummating a Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders owners or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitationlimitation and without duplication, any value paid in respect of (i) the assets of the Company or Target, (ii) the share equity capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such sharesequity); provided however, that no value shall be attributed to the warrants retained by or issued to the holders of warrants of the Company in exchange for the warrants issued prior to in in connection with the IPO, and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares equity obligations. Notwithstanding the foregoing, Total Consideration shall not include any cash proceeds from the Company’s trust account established in connection with the IPO used to pay to the Company’s stockholders as a result of stockholder requests to convert their shares of common stock of the Company into a portion of the trust account in connection with the Business Combination. Further, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company Company’s security holders as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, other securities, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder stockholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Novus Capital Corp), Advisory Agreement (Novus Capital Corp)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iii) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided 1.0% (of the 3.5%) shall be subject to reduction and paid to the Advisor, in cash, in proportion to the amount of capital retained in the Trust Account (defined below) at closing of a Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into share capital, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company and/or its shareholders as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Range Capital Acquisition Corp.), Advisory Agreement (Range Capital Acquisition Corp.)
Services and Fees. (a) The Advisor Advisors will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iiiii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities (the “Securities”) in connection with the Business Combination;
(iii) Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor Advisors a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (the “Transaction Fee”).
(c) ; provided that 90% of such Transaction Fee shall be paid to I-Bankers and the remaining 10% thereof shall be paid to ▇▇▇▇▇▇ ▇▇▇▇▇. In addition to the Transaction Fee, the Company shall will pay to Advisor I-Bankers a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in if the event Advisor introduces the Company to the Target with which the Company completes a Business Combination is consummated with a Target introduced by I-Bankers (the “Finder Finder’s Fee” and and, together with the Transaction Fee, the “FeeFees”).
. In connection with the Business Combination, the Company shall pay $500,000 to another advisor (dthe “Prospective Adviser”) of its choice which is a member of Financial Industry Regulatory Authority or regulated broker-dealer, and the Transaction Fee payable to the Prospective Adviser shall reduce the Transaction Fee by $500,000. The Transaction Fee and any Finder Fee, the Finder’s Fee (if applicable, shall be ) are due and payable in cash and is due and payable to the Advisor Advisors or I-Bankers, respectively, by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (as defined below); provided that the Finder Finder’s Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee Fees shall be due or payable to the Advisors hereunder. The Transaction Fee and the Finder’s Fee shall be exclusive of any other fees which may become expressly payable to the Advisors pursuant to any subsequent agreement between an Advisor hereunderand the Company or the Target. If one of the Advisors (the “Terminating Advisor”) terminates this Agreement with respect to itself as described under in Section 11, the Terminating Advisor’s share of the Transaction Fee shall be payable to the remaining Advisor.
(ec) For purposes of this Agreement, “Total Consideration” shall mean have the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred meaning set forth in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are madeAnnex II.
Appears in 2 contracts
Sources: Merger Agreement (ESH Acquisition Corp.), Merger Agreement (ESH Acquisition Corp.)
Services and Fees. (a) The Advisor Advisors will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement holding meetings with respect to the Business Combination;
(ii) Hold meetings Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iiiii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor Advisors a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to either Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event such Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor Advisors by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor Advisors hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into or exchangeable for the share capital of the Company or Target, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or a newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company Company’s stakeholders as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and AdvisorAdvisors. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor Advisors any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (European Sustainable Growth Acquisition Corp.), Advisory Agreement (European Sustainable Growth Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iii) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into share capital, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (RF Acquisition Corp II), Advisory Agreement (RF Acquisition Corp II)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided, that, in the Company’s discretion, up to 25% of the Fee may be paid to third parties who are investment banks or financial advisory firms not participating in the IPO that assist the Company in consummating a Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Galileo Acquisition Corp.), Advisory Agreement (Galileo Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided that up to 30% of the fee may be allocated in the Company’s sole discretion to other third parties who are investment banks or financial advisory firms not participating in the IPO that assist the Company in identifying and consummating an initial Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Better World Acquisition Corp.), Advisory Agreement (Better World Acquisition Corp.)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 2 contracts
Sources: Advisory Agreement (Keyarch Acquisition Corp), Advisory Agreement (Keyarch Acquisition Corp)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iiiii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided, that, in the Company’s discretion, up to 33% of the Transaction Fee may be paid to other third parties who are investment banks or financial advisory firms not participating in this offering that assist the Company in consummating a Business Combination. The Transaction Fee is due and payable in cash to the Advisor by wire transfer at the closing of the Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason, no Transaction Fee shall be due or payable to the Advisor hereunder.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event that the Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any . Any Finder Fee, if applicable, shall be payable in cash and applicable is due and payable in cash to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); , provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from after the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(ed) For purposes of this Agreement, “Total Consideration” shall mean means the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital stock of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such sharescapital stock), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares stock obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days immediately prior to the record date Closing. 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 the vote on Closing, then the value thereof shall be determined by reference to the Business Combination’s definitive acquisition agreement and proxy materials. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration Total Consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist Endeavor to advise and assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combinationidentifying potential Target(s);
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and;
(iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with relevant financial analysis, presentations, the Company’s proxy statement or tender offer materials; and
(v) Assist the Company with any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital stock of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such sharescapital stock), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares stock obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. 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 the Closing, then the value thereof shall be determined by reference to the Business Combination’s definitive acquisition agreement and proxy materials. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iii) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”), subject to reduction as follows: (i) 1.0% (of the 3.5%) shall be paid to the Advisor, in cash, in proportion to the amount of capital retained in the Trust Account (defined below) and (ii) 1.0% (of the 3.5%) may be reallocated to other third parties not participating in the IPO (but who are members of FINRA) that assist the Company in consummating a Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. IPO If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into share capital, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold Assist the Company in holding meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.52.25% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) The Company will also pay the Advisor a capital market advisory fee of $2,500,000 (“Advisory Fee”)
(d) In addition to the Transaction Fee and Advisory Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event such Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee and Advisory Fee, the “Fee”).
(de) The Transaction Fee, Advisory Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(ef) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into or exchangeable for the share capital of the Company or Target, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or a newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company Company’s stakeholders as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided that up to 30% of the fee may be allocated in the Company’s sole discretion to other third parties who are investment banks or financial advisory firms not participating in the IPO that assist the Company in identifying and consummating an initial Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash non -cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by Company and Property Manager shall enter into the Property Management Agreement substantially concurrently with the execution of this Agreement. The Property Management Agreement shall provide that after the Company:
’s acquisition of the Initial Company Property, and while the Company owns the Initial Company Property and Operating Member owns a Percentage Interest of at least one half of one percent (0.5%), and provided that (i) Assist no Event of Default by Operating Member or any of its Affiliates then exists hereunder or under the Company in the transaction structuring Property Management Agreement, and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings Operating Member has not been removed as the Managing Member pursuant to discuss this Agreement, the Business Combination Company shall pay Property Manager the Property Management Fee and the Target’s attributes with Company shareholders who request such meetings;
Construction Management Fee (iiieach as defined in the Property Management Agreement) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related leasing commissions pursuant to the Business Combinationterms and conditions of the Property Management Agreement for so long as Property Manager is performing the services required of it under the Property Management Agreement and under any related agreements.
(b) As compensation for On the foregoing servicesfirst day of each month of each year during the term of this Agreement, the Company will shall pay the Advisor a cash (to Operating Member (unless Operating Member has forfeited its right to receive fees under this Section 7.04) an asset management fee equal to 3.5% (i) to the weighted average aggregate Investment Value of the gross proceeds received Initial Company Property owned by the Company during the immediately preceding month multiplied by (ii) 0.02083% (an example of the foregoing is attached as Schedule C). For purposes hereof, “Investment Value” means, initially, with respect to each property included in the IPO Initial Company Property, the appraised value of such property as of the Closing Date; provided, the Investment Value of each property shall be (“Transaction Fee”)i) reduced pro rata in connection with sales of portions of such properties and (ii) excluded upon the sale of such property.
(c) In addition If and only if as of the date of calculation GAP has received distributions hereunder in an amount necessary to provide GAP at least a twelve percent (12%) IRR with respect to its Gross Adjusted Capital Contributions, then promptly following the Transaction Feesale of the last Initial Company Property, the Company shall pay to Advisor a cash fee equal to 1.0% of Operating Member the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Disposition Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee Except as set forth in this Section 7.04, any agreements with an Affiliate of any Member must be approved by the non-Affiliated Members, and no other fees or compensation will be paid by the Company to any Finder FeeMember or any of its Affiliates. Neither Operating Member nor any of its Affiliates will be entitled to any development, if applicableleasing or other fees associated with the management, shall be payable in cash development and is due and payable to the Advisor by wire transfer at the closing leasing of any of the Business Combination (“Closing”) from Company Properties except as set forth in the Trust Account (defined below); provided that the Finder Fee shall Property Management Agreement and will not be paid prior entitled to any reimbursement for its employees or other direct or indirect overhead, except as set forth in the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due Property Management Agreement or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured as otherwise provided by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are madeBudget.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Strategic Realty Trust, Inc.)
Services and Fees. (a) The Advisor willAdvisor, if requested by the Company, will:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iiiii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided, that, in the Company’s discretion, up to 33% of the Transaction Fee may be paid to other third parties who are investment banks or financial advisory firms not participating in this offering that assist the Company in consummating a Business Combination. The Transaction Fee is due and payable in cash to the Advisor by wire transfer at the closing of the Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason, no Transaction Fee shall be due or payable to the Advisor hereunder.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event that the Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any . Any Finder Fee, if applicable, shall be payable in cash and applicable is due and payable in cash to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); , provided that the Finder Fee shall not be paid prior to the date that is 60 days from after the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(ed) For purposes of this Agreement, “Total Consideration” shall mean means the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital stock of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such sharescapital stock), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares stock obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days immediately prior to the record date Closing. 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 the vote on Closing, then the value thereof shall be determined by reference to the Business Combination’s definitive acquisition agreement and proxy materials. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration Total Consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iiiii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities (the “Securities”) in connection with the Business Combination;
(iii) Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor (i) a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (the “Transaction Fee”).
) and (cii) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the consideration issued to a Target as the Total Consideration (as the term “Total Consideration” is defined below) in if the event Advisor introduces the Company to the Target with which the Company completes a Business Combination is consummated with a Target introduced by the Advisor (the “Finder Finder’s Fee” and ”) and, together with the Transaction Fee, the “FeeFees”).
(d) . The Transaction Fee and any Finder Fee, the Finder’s Fee (if applicable, shall be ) are due and payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (as defined below); provided that the Finder Finder’s Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee Fees shall be due or payable to the Advisor hereunder. The Transaction Fee and the Finder’s Fee shall be exclusive of any other fees which may become expressly payable to the Advisor pursuant to any subsequent agreement between the Advisor and the Company or the Target.
(ec) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders stockholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital stock of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such sharesstock), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares stock obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary sharesstock, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and the Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder stockholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay the Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (the “Transaction Fee”); provided that up to 30% of the Transaction Fee may be allocated in the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating an initial Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Sources: Advisory Agreement (Newbury Street Acquisition Corp)
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iiiii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(iv) Assist the Company with relevant financial analysis, presentations, any press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided, that, in the Company’s discretion, up to 30% of the Transaction Fee may be paid to other FINRA members that assist the Company in consummating a Business Combination. The Transaction Fee is due and payable in cash to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account. If a proposed Business Combination is not consummated for any reason, no Transaction Fee shall be due or payable to the Advisor hereunder.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event that the Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any . Any Finder Fee, if applicable, shall be payable in cash and applicable is due and payable in cash to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); , provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from after the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(ed) For purposes of this Agreement, “Total Consideration” shall mean means the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital stock of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such sharescapital stock), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares stock obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days immediately prior to the record date Closing. 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 the vote on Closing, then the value thereof shall be determined by reference to the Business Combination’s definitive acquisition agreement and proxy materials. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration Total Consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to the Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event the Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into or exchangeable for the share capital of the Company or Target, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or a newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company Company’s stakeholders as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor Advisors any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetings;
(iii) Attempt to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”), subject to reduction as follows: (i) 1.0% (of the 3.5%) shall be paid to the Advisor, in cash, in proportion to the amount of capital retained in the Trust Account (defined below) and (ii) 1.0% (of the 3.5%) may be reallocated to other third parties not participating in the IPO (but who are members of FINRA) that assist the Company in consummating a Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. IPO If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into share capital, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. .. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.54.0% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold Assist the Company in holding meetings with Company shareholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and
(iv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.52.25% of the gross proceeds received by the Company in the IPO (“Transaction Fee”).
(c) The Company will also pay the Advisor a capital market advisory fee of $2,500,000 (“Advisory Fee”)
(d) In addition to the Transaction Fee and Advisory Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event such Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee and Advisory Fee, the “Fee”).
(de) The Transaction Fee, Advisory Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(ef) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into or exchangeable for the share capital of the Company or Target, including options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or a newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company Company’s stakeholders as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Services and Fees. (a) The Advisor will, if requested by the Company:
(i) Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
(ii) Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes with Company shareholders who request such meetingsattributes;
(iii) Attempt to introduce Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iv) Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
(ivv) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business CombinationCombination or the Target.
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received by the Company in the IPO (“Transaction Fee”); provided that up to 30% of the fee may be allocated in the Company’s sole discretion to other third parties who are investment banks or financial advisory firms not participating in the IPO that assist the Company in identifying and consummating an initial Business Combination.
(c) In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term “Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).
(d) The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder Fee shall not be paid prior to the date that is 60 90 days from the effective date of the Registration Statement unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.
(e) For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or Target, or any affiliate of the Company or Target or any shareholder Stockholder of the Company or Target in connection with a non-competition agreement or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.
Appears in 1 contract
Sources: Advisory Agreement (Newbury Street Acquisition Corp)