Tail Provisions. The Company shall also pay to the Placement Agent the Financing Fee and the Broker Warrants calculated in the manner provided in Sections B.1(a) and 1(b) above with respect to any subsequent public or private offering or other financing or capital-raising transaction of any kind (“Subsequent Financing”) to the extent that such financing or capital is provided the Company, or to any Affiliate of the Company, by investors identified on a list provided by the Placement Agent , to the Company within ten (10) banking days of the final Close of the Offering if such Subsequent Financing is consummated at any time within the twenty four (24) month period following the earlier of the expiration or termination of this Agreement or the closing of the Offering (the “Tail Period”). An “Affiliate” of an entity shall mean any individual or entity controlling, controlled by or under common control with such entity and any officer, director, employee, stockholder, partner, member or agent of such entity.
Tail Provisions. The Company shall also pay to the Agents the Agents Cash Fee and the Broker Warrants calculated in the manner provided in Sections B(a) and (b) above with respect to any subsequent public or private offering or other financing or capital-raising transaction of any kind (“Subsequent Financing”) to the extent that such financing or capital is provided the Company, or to any Affiliate of the Company, by investors whom the Agents received Broker Fees as set forth above, if such Subsequent Financing is consummated at any time within the twelve (12) month period following the earlier of the expiration or termination of this Agreement or the closing of the Offering (the “Tail Period”). An “Affiliate” of an entity shall mean any individual or entity controlling, controlled by or under common control with such entity and any officer, director, employee, stockholder, partner, member or agent of such entity.
Tail Provisions. Subject to applicable law, the following provisions of this Section N shall only apply to the former Managers, Directors and Officers of the Company (in their respective capacities as such) for a period commencing on the Effective Date and ending six (6) years following the Effective Date, provided that, such period shall be extended solely with respect to any matter which would otherwise be covered under this Section N arising prior to six (6) years following the Effective Date, but remains outstanding at the expiry of such six (6) year period, in which case, such period shall end at the time of resolution of any such matter (“Tail Period”). For the avoidance of doubt, with respect to such former Managers, Directors and Officers of the Company, for the duration of the Tail Period (but not thereafter), to the extent that any provisions of this Section N conflict with or are contrary to any other provision of this Agreement, the terms of this Section N shall govern. Following such Tail Period, the Member and the Company hereby agree and acknowledge that this Agreement shall be automatically amended and restated to delete this Section N in its entirety and the provisions of this Section N shall be invalid. For the avoidance of doubt, this Section N shall not apply (during the Tail Period or anytime thereafter) to any Manager, Director or Officer of the Company who first became such a Manager, Director or Officer of the Company on or after the Effective Date.
Tail Provisions. The Company shall also pay to the Placement Agent the Financing Fee and the Broker Warrants calculated in the manner provided in Sections B.1(a) and 1(b) above with respect to any subsequent public or private offering or other financing or capital-raising transaction of any kind (“Subsequent Financing”) to the extent that such financing or capital is provided the Company, or to any Affiliate of the Company, by investors whom the Placement Agent had “introduced” (as defined below), directly or indirectly, to the Company during the Offering Period and the Direct Investors if such Subsequent Financing is consummated at any time within the twelve (12) month period following the earlier of the expiration or termination of this Agreement or the closing of the Offering (the “Tail Period”). A party “introduced” by the Placement Agent shall mean an investor who either (i) participated in the Offering, (ii) met with the Company and/or had a conversation with the Company either in person or via telephone regarding the Offering, (iii) was provided by the Placement Agent with a copy of the Company’s offering memorandum (or other materials prepared and/or approved by the Company in connection with the Offering), or (iv) contacted by the Placement Agent during the Offering Period, in each case based upon such investor expressing an interest, directly or indirectly, to the Placement Agent in investing in the Offering. An “Affiliate” of an entity shall mean any individual or entity controlling, controlled by or under common control with such entity and any officer, director, employee, stockholder, partner, member or agent of such entity. Except as amended by this First Amendment, the Engagement Letter remains unmodified and in full force and effect. This First Amendment shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without regard to principles of conflicts of law thereof. This First Amendment may be executed in counterparts (including facsimile or in pdf format counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. In acknowledgment that the foregoing correctly sets forth the understanding reached by the Placement Agent and the Company, please sign in the space provided below, whereupon this First Amendment to the Engagement Letter shall...
Tail Provisions. The Company shall also pay to the Placement Agent the Financing Fee and the Broker Warrants calculated in the manner provided in Sections B.1(a) and 1(b) above with respect to any subsequent public or private offering or other financing or capital-raising transaction of any kind (“Subsequent Financing”) to the extent that such financing or capital is provided the Company, or to any Affiliate of the Company, by investors whom the Placement Agent had “introduced” (as defined below), directly or indirectly, to the Company during the Offering Period if such Subsequent Financing is consummated at any time within the twelve (12) month period following the earlier of the expiration or termination of this Agreement or the closing of the Offering (the “Tail Period”). A party “introduced” by the Placement Agent shall mean an investor who either (i) participated in the Offering, (ii) met with the Company and/or had a conversation with the Company either in person or via telephone regarding the Offering, (iii) was provided by the Placement Agent with a copy of the Company’s offering memorandum (or other materials prepared and/or approved by the Company in connection with the Offering), or (iv) contacted by the Placement Agent during the Offering Period, in each case based upon such investor expressing an interest, directly or indirectly, to the Placement Agent in investing in the Offering. An “Affiliate” of an entity shall mean any individual or entity controlling, controlled by or under common control with such entity and any officer, director, employee, stockholder, partner, member or agent of such entity.
