Common use of Term and Termination of Engagement; Exclusivity Clause in Contracts

Term and Termination of Engagement; Exclusivity. The term of Wxxxxxxxxx’x exclusive engagement will begin on the date hereof and end the earlier of the (i) consummation of the Offering and (ii) six months from the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, tail, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Wxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Wxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of the Offering. Furthermore, the Company agrees that during Wxxxxxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Wxxxxxxxxx.

Appears in 1 contract

Samples: Letter Agreement (CASI Pharmaceuticals, Inc.)

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Term and Termination of Engagement; Exclusivity. The term of Wxxxxxxxxx’x Xxxxxx’x exclusive engagement will begin on the date hereof and end on the earlier of (a) upon notice from the (i) consummation of Company to Xxxxxx, 9:00 am ET on May 20, 2016 in the event that the Company has not entered into definitive agreements with investors for an Offering by such time and (iib) six months from the date hereof Closing of such Offering (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, tail, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Wxxxxxxxxx’x Xxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with WxxxxxxxxxXxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of the a Offering. Furthermore, the Company agrees that during Wxxxxxxxxx’x Xxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to WxxxxxxxxxXxxxxx and will be deemed to have been contacted by Xxxxxx in connection with an Offering.

Appears in 1 contract

Samples: Letter Agreement (Cel Sci Corp)

Term and Termination of Engagement; Exclusivity. The term of Wxxxxxxxxx’x This exclusive engagement will begin commence on the date hereof and end terminate fifteen business days following the earlier date on which the party receives written notice from the other party of termination of this engagement; provided that no such notice may be given by the Company until the 30th day following the effective date of the (i) consummation of registration statement on Form S-1 filed with the Offering Securities and (ii) six months from the date hereof (the “Term”)Exchange Commission. Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, tail, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Wxxxxxxxxx’x Rxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with WxxxxxxxxxRxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of the OfferingSecurities. Furthermore, the Company agrees that during Wxxxxxxxxx’x Rxxxxx’x engagement hereunder, all inquiriesinquiries (other than RPX and Marquis), whether direct or indirect, from prospective investors will be referred to WxxxxxxxxxRxxxxx and will be deemed to have been contacted by Rxxxxx in connection with an Offering.

Appears in 1 contract

Samples: Letter Agreement (Spherix Inc)

Term and Termination of Engagement; Exclusivity. The term of Wxxxxxxxxx’x exclusive engagement will begin on the date hereof and end 30 days after the earlier effective date of the (i) consummation of the Offering and (ii) six months from Company’s registration statement on Form S-1 to be filed within a reasonable time after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, tail, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Wxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Wxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of the a Offering. Furthermore, the Company agrees that during Wxxxxxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to WxxxxxxxxxWxxxxxxxxx and will be deemed to have been contacted by Wxxxxxxxxx in connection with an Offering.

Appears in 1 contract

Samples: Letter Agreement (Bellerophon Therapeutics, Inc.)

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Term and Termination of Engagement; Exclusivity. The term of Wxxxxxxxxx’x Rxxxxx’x exclusive engagement will begin on the date hereof and end on the earlier of (a) upon notice from the (i) consummation of Company to Rxxxxx, 9:00 am ET on August 25, 2016 in the event that the Company has not entered into definitive agreements with investors for an Offering by such time and (iib) six months from the date hereof Closing of such Offering (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, tail, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Wxxxxxxxxx’x Rxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with WxxxxxxxxxRxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of the a Offering. Furthermore, the Company agrees that during Wxxxxxxxxx’x Rxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to WxxxxxxxxxRxxxxx and will be deemed to have been contacted by Rxxxxx in connection with an Offering.

Appears in 1 contract

Samples: Letter Agreement (Cel Sci Corp)

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