Additional Compensation in Certain Circumstances. In addition to the financial consulting services described in Section 1 above, Consultant may bring the Company in contact with persons, whether individuals or entities, that may be suitable candidates to purchase substantially all of the stock or assets of the Company, to have substantially all of its stock or assets purchased by the Company or merge with the Company. If, at any time up until the second anniversary of the date hereof, the Company enters into an agreement with any such persons or their affiliates, or with any persons introduced to the Company by any such persons or their affiliates, pursuant to which substantially all of the Company's stock or assets is purchased or the Company purchases substantially all of the stock or assets of another entity or the Company is merged with or into another entity (each "Transaction"), the Company will pay to Consultant, in accordance with the formula set forth below, additional compensation based on the aggregate value of the consideration, whether in cash, securities, assumption of (or purchase subject to) debt or liabilities (including, without limitation, indebtedness for borrowed money, pension liabilities and guarantees), or other property, obligations or services, paid or payable directly or indirectly (in escrow or otherwise) or otherwise assumed in connection with such Transaction (the "Consideration"). For purposes of this Section 3, the "Company" shall include its subsidiaries and any other entity in which it owns (directly or indirectly) a majority interest. The additional compensation to be paid will be paid upon the closing of the Transaction (except that, if any part of the Consideration is in the form of contingent payments to be calculated to reference to uncertain future occurrences, such as future financial or business performance, then the portion of the fees of Consultant relating to such part of the Consideration shall be payable at the earlier of (i) the receipt or payment of such Consideration; or (ii) the time that the amount of such Consideration can be determined) by certificate check, in the following amounts: 5% of the first $5,000,000 of the Consideration; 4% of the Consideration in excess of $5,000,000 and up to $6,000,000; 3% of the Consideration in excess of $6,000,000 and up to $7,000,000;
Appears in 1 contract
Samples: Consulting Agreement (Ayurcore Inc)
Additional Compensation in Certain Circumstances. In addition to the financial consulting services described in Section 1 above, Consultant may bring the Company in contact with persons, whether individuals or entities, that may be suitable candidates to purchase substantially all of the stock or assets of the Company, to have substantially all of its stock or assets purchased by the Company or merge with the Company. If, at any time up until the second anniversary of the date hereof, the Company enters into an agreement with any such persons or their affiliates"Qualifying Person" (as hereinafter defined), or with any persons introduced to the Company by any such persons or their affiliates, pursuant to which substantially all of the Company's stock or assets is purchased or the Company purchases substantially all of the stock or assets of another entity or the Company is merged with or into another entity entity, or pursuant to which the Company enters into a joint venture or other on or off balance sheet corporate finance transaction (each a "Transaction"), the Company will pay to Consultant, in accordance with the formula set forth below, additional compensation based on the aggregate value of the consideration, whether in cash, securities, assumption of (or purchase subject to) debt or liabilities (including, without limitation, indebtedness for borrowed money, pension liabilities and guarantees), or other property, obligations or services, paid or payable directly or indirectly (in escrow or otherwise) or otherwise assumed in connection with such Transaction (the "Consideration"). For purposes of this Section 3, (i) the "Company" shall include its subsidiaries and any other entity in which it owns (directly or indirectly) a majority interest; and (ii) "Qualifying Person" shall mean any person or entity which Consultant has introduced to the Company, or any affiliate thereof, after (I) Consultant has advised the Company that (a) it intends to make an introduction of such person or entity (without identifying the name or names) for purposes of a Transaction and, if requested by the Company in writing, provide general information regarding the type of Transaction and/or business of such entity, and (b) with respect to which the Company notifies Consultant in writing within five (5) business days after Consultant identifies such person or entity to the Company, that neither the Company nor Xxxx Xxxxxx Group, Inc. ("GPG"), nor any of their respective directors, executive officers or principal shareholders, have had discussions within the prior twelve months with respect to a potential transaction (either involving the Company or GPG or any subsidiary or affiliate of either entity) or otherwise have had a significant business relationship. The additional compensation to be paid will be paid upon the closing of the Transaction (except that, if any part of the Consideration is in the form of contingent payments to be calculated to reference to uncertain future occurrences, such as future financial or business performance, then than the portion of the fees of Consultant relating to such part of the Consideration shall be payable at the earlier of (i) the receipt or payment of such Consideration; or (ii) the time that the amount of such Consideration can be determined) , by certificate certified check, in the following amounts: 5% of the first $5,000,000 of the Consideration; 4% of the Consideration in excess of $5,000,000 and up to $6,000,000; 3% of the Consideration in excess of $6,000,000 and up to $7,000,000;; 2% of the Consideration in excess of $7,000,000 and up to $8,000,000; and 1% of any Consideration in excess of $8,000,000.
Appears in 1 contract
Additional Compensation in Certain Circumstances. In addition to the financial consulting services described in Section 1 above, Consultant may bring the Company in contact with persons, whether individuals or entities, that may be suitable candidates for providing the Company with, or may lead the Company to other individuals or entities that may provide the Company with, debt or equity financing or that may be suitable candidates, or may lead the Company to such suitable candidates, to purchase substantially all of the stock or assets of the Company, to have substantially all of its stock or assets purchased by the Company Company, merge with the Company, or merge enter into a joint venture or other transaction with the Company. If, at any time up until the second third anniversary of the date hereof, the Company enters into an agreement with any such persons or their affiliates, or with any persons introduced to the Company by any such persons or their affiliates, pursuant to which the Company obtains debt or equity financing or pursuant to which substantially all of the Company's stock or assets is purchased or purchased, the Company purchases substantially all of the stock or assets of another entity or the Company is merged with or into another entity entity, or pursuant to which the Company enters into a joint venture or other on or off balance sheet corporate finance transaction (each a "Transaction"), the Company will pay to Consultant, in accordance with the formula set forth below, additional compensation based on the aggregate value of the consideration, whether in cash, securities, assumption of (or purchase subject to) debt or liabilities (including, without limitation, indebtedness for borrowed money, pension liabilities and guarantees), or other property, obligations or services, paid or payable directly or indirectly (in escrow or otherwise) or otherwise assumed in connection with such Transaction (the "Consideration"). For purposes of this Section 3, the "Company" shall include its subsidiaries and any other entity in which it owns (directly or indirectly) a majority interest. The additional compensation to be paid will be paid upon the closing of the Transaction (except that, if any part of the Consideration is in the form of contingent payments to be calculated to in reference to uncertain future occurrences, such as future financial or business performance, then than the portion of the fees of Consultant relating to such part of the Consideration shall be payable at the earlier of (i) the receipt or payment of such Consideration; or (ii) the time that the amount of such Consideration can be determined) , by certificate certified check, in the following amounts: 5% of the first $5,000,000 of the Consideration; 4% of the Consideration in excess of $5,000,000 and up to $6,000,000; 3% of the Consideration in excess of $6,000,000 and up to $7,000,000;; 2% of the Consideration in excess of $7,000,000 and up to $8,000,000; and 1% of any Consideration in excess of $8,000,000.
Appears in 1 contract
Samples: Consulting Agreement (Marine Management Systems Inc)
Additional Compensation in Certain Circumstances. In addition to the financial consulting services described in Section 1 above, Consultant may bring the Company in contact with persons, whether individuals or entities, that may be suitable candidates for providing the Company with, or may lead the Company to other individuals or entities that may provide the Company with, debt or equity financing or that may be suitable candidates, or may lead the Company to such suitable candidates, to purchase substantially all of the stock or assets of the Company, to have substantially all of its stock or assets purchased by the Company Company, merge with the Company, or merge enter into a joint venture or other transaction with the Company. If, at any time up until the second [second] anniversary of the date hereof, the Company enters into an agreement with any such persons or their affiliates, or with any persons introduced to the Company by any such persons or their affiliates, pursuant to which the Company obtains debt or equity financing or pursuant to which substantially all of the Company's stock or assets is purchased or purchased, the Company purchases substantially all of the stock or assets of another entity or the Company is merged with or into another entity entity, or pursuant to which the Company enters into a joint venture or other on or off balance sheet corporate finance transaction (each a "Transaction"), the Company will pay to Consultant, in accordance with the formula set forth below, additional compensation based on the aggregate value of the consideration, whether in cash, securities, assumption of (or purchase subject to) debt or liabilities (including, without limitation, indebtedness for borrowed money, pension liabilities and guarantees), or other property, obligations or services, paid or payable directly or indirectly (in escrow or otherwise) or otherwise assumed in connection with such Transaction (the "Consideration"). For purposes of this Section 3, the "Company" shall include its subsidiaries and any other entity in which it owns (directly or indirectly) a majority interest. The additional compensation to be paid will be paid upon the closing of the Transaction (except that, if any part of the Consideration is in the form of contingent payments to be calculated to reference to uncertain future occurrences, such as future financial or business performance, then than the portion of the fees of Consultant relating to such part of the Consideration shall be payable at the earlier of (i) the receipt or payment of such Consideration; or (ii) the time that the amount of such Consideration can be determined) , by certificate certified check, in the following amounts: 5% of the first $5,000,000 of the Consideration; 4% of the Consideration in excess of $5,000,000 and up to $6,000,000; 3% of the Consideration in excess of $6,000,000 and up to $7,000,000;; 2% of the Consideration in excess of $7,000,000 and up to $8,000,000; and 1% of any Consideration in excess of $8,000,000.
Appears in 1 contract
Additional Compensation in Certain Circumstances. In addition to the financial consulting services described in Section 1 above, Consultant may bring the Company in contact with persons, whether individuals or entities, that may be suitable candidates for providing the Company with, or may lead the Company to other individuals or entities that may provide the Company with, debt or equity financing or that may be suitable candidates, or may lead the Company to such suitable candidates, to purchase substantially all of the stock or assets of the Company, to have substantially all of its stock or assets purchased by the Company Company, merge with the Company, or merge enter into a joint venture or other transaction with the Company. If, at any time up until the second third anniversary of the date hereof, the Company enters into an agreement with any such persons or their affiliates, or with any persons introduced to the Company by any such persons or their affiliates, pursuant to which the Company obtains debt or equity financing or pursuant to which substantially all of the Company's stock or assets is purchased or purchased, the Company purchases substantially all of the stock or assets of another entity or the Company is merged with or into another entity entity, or pursuant to which the Company enters into a joint venture or other on or off balance sheet corporate finance transaction (each a "Transaction"), the Company will pay to Consultant, in accordance with the formula set forth below, additional compensation based on the aggregate value of the consideration, whether in cash, securities, assumption of (or purchase subject to) debt or liabilities (including, without limitation, indebtedness for borrowed money, pension liabilities and guarantees), or other property, obligations or services, paid or payable directly or indirectly (in escrow or otherwise) or otherwise assumed in connection with such Transaction (the "Consideration"). For purposes of this Section 3, the "Company" shall include its subsidiaries and any other entity in which it owns (directly or indirectly) a majority interest. The additional compensation to be paid will be paid upon the closing of the Transaction (except that, if any part of the Consideration is in the form of contingent payments to be calculated to reference to uncertain future occurrences, such as future financial or business performance, then the portion of the fees of Consultant relating to such part of the Consideration shall be payable at the earlier of (i) the receipt or payment of such Consideration; or (ii) the time that the amount of such Consideration can be determined) , by certificate certified check, in the following amounts: 5% of the first $5,000,000 of the Consideration; 4% of the Consideration in excess of $5,000,000 and up to $6,000,000; 3% of the Consideration in excess of $6,000,000 and up to $7,000,000;; 2% of the Consideration in excess of $7,000,000 and up to $8,000,000; and 1% of any Consideration in excess of $8,000,000.
Appears in 1 contract
Samples: Consulting Agreement (American Marine Recreation Inc)
