Agreement to Act as Placement Agent; Delivery and Payment Sample Clauses

This clause establishes that one party, typically a financial intermediary, is formally appointed to act as the placement agent for a securities offering, and outlines the procedures for the delivery of securities and the corresponding payment. It generally specifies the responsibilities of the placement agent in facilitating the sale of securities to investors, as well as the timing and method by which securities will be delivered to purchasers and payments will be made to the issuer. The core function of this clause is to clearly define the roles and logistical steps involved in the placement process, ensuring all parties understand their obligations and the sequence of actions required to complete the transaction smoothly.
Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent, as the exclusive agent of the Company, to, on a commercially reasonable best efforts basis, solicit offers to purchase Units from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Units was solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its affiliates be obligated to underwrite or purchase any of the Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company's agent and not as principal. The Placement Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Units and the Company shall have the sole right to accept offers to purchase Units and may reject any such offer, in whole or in part. The Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services rendered by the Placement Agent hereunder, on the Closing Date (as defined below), the Placement Agent shall receive from the Company, in the manner provided in Section 6(f), an aggregate amount equal to five percent (5.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date (the "Agency Fee"). The Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agent shall be entitled to receive in connection with the Offering contemplated hereby. (c) The Units are being sold to the Investors at a price of $1.73 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Units by the Investors shall be evidenced by the execu...
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Agreement to Act as Placement Agent; Delivery and Payment. Upon satisfaction of the conditions set forth in Section 8 hereof, the closing of the sale and issuance of the Shares (the "Closing") shall occur at the offices of Bass, Berry & Sims PLC, 100 Peabody Place, Suite 900, Memphis, Tennessee 381▇▇, ▇r a▇ ▇▇ch oth▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇pany (the "Place of Closing"), at 10:00 a.m., Memphis time, on February 15, 2006, or at such other time and date not later than 5 full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The delivery of the Shares shall be made to the respective accounts of the Investors against payment by the Investors of the purchase price thereof (the "Requisite Funds") to the Placement Agent, as agent, and not as principal, on behalf of the Company by Federal Funds wire transfer payable in same day funds. The Placement Agent shall then immediately transfer the Requisite Funds, less the Placement Fee and any expenses of the Placement Agent for which the Company is obligated to reimburse pursuant to this Agreement, to the Company by Federal Funds wire transfer payable in same day funds. The delivery of the Shares to the Investors shall be made, at the option of the Placement Agent, either through the facilities of The Depository Trust Company (the "DTC") or by certificated securities. If the Placement Agent elects to deliver certificated securities, the Company will deliver definitive certificates for the Shares at the office of A.G. Edwards & Sons, Inc., 77 Water Street, New York, New York ("Edwar▇▇' ▇▇▇▇▇▇"), or such other ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇utu▇▇▇▇ ▇▇ree upon. The certificates for the Shares so to be delivered will be made available to you for inspection at Edwards' Office (or such other place as you and the Company may mutual▇▇ ▇▇▇▇e upon) at least one full business day prior to the Closing Date and will be registered in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. The Company acknowledges and agrees that the Placement Agent shall act as an independent contractor, and not as a fiduciary, financial advisor or agent, and any duties of the Placement Agent with respect to investment banking services to the Company, including the offering of the Shares contemplated hereby (including in connection with determining the terms of the offering), shall be contractual in nature, as expressly set forth herein, and ...
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Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the issuance and sale, by the Company, of Securities to the Investors and the Placement Agent hereby agrees, as an agent of the Company, to use its best efforts to solicit offers to purchase all or part of the Securities from the Company upon the terms and conditions set forth in the Prospectus. The Company expressly acknowledges and agrees that this Agreement shall not give rise to a commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Securities or otherwise provide any financing, and the Placement Agent shall have no authority to bind (and agrees not to purport to bind) the Company in respect of the sale of any Securities. (b) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent and ▇▇ ▇▇▇▇▇▇ Chase, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement, dated as of the date hereof (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors who desire to settle their purchase through the facilities of The Depository Trust Company’s DWAC system (the “Escrow Account”). Prior to the Closing Date, (i) each such Investor will deposit in the Escrow Account an amount equal to $5.74 per unit (each unit consisting of one Share and 0.5 Warrants) multiplied by the number of units to be purchased by such Investor (the “Purchase Amount”), and (ii) the Escrow Agent will notify the Company and the Placement Agent in writing of the amount of funds deposited in the Escrow Account. (c) Upon the occurrence of the Closing (as hereinafter defined), the Company shall pay to the Placement Agent, by wire transfer of immediately available funds payable to the order of the Placement Agent, to an account designated by the Placement Agent, an aggregate of six and one-half percent (6.5%) of the gross proceeds received by the Company from its sale of the Securities at such Closing (the “Agency Fee”) provided, however, that with respect to Securities sold in the offering to those Investors whose names are set forth on Schedule II attached hereto, the fee to be paid to the Placement Agent shall equal five percent (...
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Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Placement Agent agrees to act, on a reasonable efforts basis, as the Company’s exclusive Placement Agent in connection with the issuance and sale by the Company of the Securities to the Investors. The Placement Agent shall have no authority to bind the Company. The Company acknowledges and agrees that the Placement Agent’s engagement hereunder is not an agreement by the Placement Agent or any of their affiliates to underwrite or purchase any securities or otherwise provide any financing. (b) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent, and the Trustee shall enter into an Indenture substantially in the form of Exhibit A attached hereto (the “Indenture”), pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Concurrently with the execution of the Purchase Agreements (as defined below), (i) each of the Investors will deposit in the Escrow Account an amount equal to the aggregate purchase price of the Securities to be purchased by such Investor, and (ii) the Trustee, as escrow agent, will notify the Company and the Placement Agent in writing of the amount of funds deposited in the Escrow Account. As compensation for their services hereunder, the Company agrees to pay the Placement Agent 4% of the proceeds received by the Company from the sale of the Securities.
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Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Placement Agents agree to act as the Company’s exclusive placement agents in connection with the issuance and sale, on a reasonable-efforts basis, by the Company of the Shares to the Investors. The Placement Agents shall have no authority to bind the Company. The Company acknowledges and agrees that the Placement Agents’ engagement hereunder is not an agreement by the Placement Agents or any of their affiliates to underwrite or purchase any securities or otherwise provide any financing. As compensation for their services hereunder, the Company agrees to pay on the Closing Date (as defined below) the Placement Agents by wire transfer of immediately available funds six percent (6%) of the proceeds received by the Company from the sale of the Shares (the “Transaction Fee”). CIBC World Markets Corp. shall be entitled to retain sixty-seven percent (67%) of the Transaction Fee, and shall pay Leerink Swan & Co. shall be entitled to retain sixty thirty-three percent (33%) of the Transaction Fee in accordance with customary syndicate settlement procedures. (b) Payment of the purchase price for, and delivery of the Shares shall be made at a closing (the “Closing”) at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, located at ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, at 9:00 a.m., California time, on the Closing Date to take place on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act after the determination of the public offering price of the Shares (such time and date of payment and delivery being herein called the “Closing Date”). All actions taken at the Closing shall be deemed to have occurred simultaneously. (c) Payment of the purchase price for the Shares shall be made to or upon the order of the Company by wire transfer in Federal (same day) funds to the Company, upon delivery the Shares, through the facilities of The Depository Trust Company, to such persons, and shall be registered in such name or names and shall be in such denominations, as the Placement Agents may request at least one business day before the Closing Date. Payment of the purchase price for the Shares shall be made on the Closing Date by the Investors directly to the Company or as the Placement Agents otherwise direct. (d) The purchases of the Shares by the Investors shall be evidenced by the e...
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Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Placement Agent agrees to act as the Company’s exclusive placement agent to solicit offers for the purchase of all or part of the Shares from the Company in connection with the proposed issuance and sale, on a commercially reasonable efforts basis, by the Company of the Shares to the Investors (the “Offering”). Upon the occurrence of the Closing (as hereinafter defined), the Company shall pay to the Placement Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent an amount equal to six percent (6.0%) of the gross proceeds received by the Company from the sale of the Shares on such Closing Date (as hereinafter defined). The Company acknowledges and agrees that the Placement Agent’s engagement hereunder is not an agreement by the Placement Agent or any of its affiliates to underwrite or purchase any securities or otherwise provide any financing. Under no circumstances will the Placement Agent be obligated to purchase any Shares for its own account and, in soliciting purchases of Shares, the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Shares as principal. The Placement Agent shall have no authority to bind the Company. (b) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, the offices of counsel for the Company, located at Park Avenue Tower, ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ at 9:00 a.m., EST, on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares (such time and date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. (c) On the Closing Date, the Placement Agent shall cause each Investor to wire directly to the Company an amount equal to the aggregate purchase price for the number of Shares such Investor has agreed to purchase. Once the Company has received the aggregate purchase price for all of the Shares, it sha...
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Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Placement Agent agrees to act as the Company’s exclusive Placement Agent in connection with the issuance and sale, on a reasonable efforts basis, by the Company of the Units to the Investors. The Company acknowledges and agrees that the Placement Agent’s engagement hereunder is not an agreement by the Placement Agent or any of their affiliates to underwrite or purchase any securities or otherwise provide any financing. As compensation for their services hereunder, the Company agrees to pay on the Closing Date (as defined below) the Placement Agent by wire transfer of immediately available funds five percent (5%) of the gross proceeds received by the Company from the sale of the Units. (b) Payment of the purchase price for, and delivery of the Units shall be made at a closing (the “Closing”) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m., California time, on the Closing Date to take place on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) after the determination of the public offering price of the Units (such time and date of payment and delivery being herein called the “Closing Date”). All actions taken at the Closing shall be deemed to have occurred simultaneously. (c) Payment of the purchase price for the Units shall be made to or upon the order of the Company by wire transfer in Federal (same day) funds to the Company, upon delivery the Shares, through the facilities of The Depository Trust Company and the issuance of certificates for the Warrants, to such persons, and shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least two business days before the Closing Date. Payment of the purchase price for the Units shall be made on the Closing Date by the Investors directly to the Company or as the Placement Agent shall otherwise direct. (d) The purchases of the Units by the Investors may be evidenced by the execution of a purchase agreement substantially in the form attached hereto as Exhibit A. (e) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior consent of the Placement Agent, solicit or accept offers to purchase...
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Agreement to Act as Placement Agent; Delivery and Payment. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Placement Agents agree to act as the Company’s exclusive placement agents in connection with the issuance and sale, on a reasonable efforts basis, by the Company of the Securities to the Investors. Subject to the conditions contained herein, if applicable and requested by the Company, the Placement Agents agree to: (i) assist in preparing a prospectus supplement, issuer free writing prospectuses and investor roadshow presentations describing the Company and the securities; (ii) assist in scheduling and hosting meetings with investors; and (iii) assist and advise the Company with respect to the negotiation of the sale of the Securities to the investors. The Placement Agents shall have no authority to bind the Company. The Company acknowledges and agrees that the Placement Agents’ engagement hereunder is not an agreement by the Placement Agents or any of their affiliates to underwrite or purchase any securities or otherwise provide any financing. As compensation for their services hereunder, the Company agrees to pay on the Closing Date (as defined below) the Placement Agents by wire transfer of immediately available funds 7% of the proceeds received by the Company from the sale of the Securities (allocated among the Placement Agents as follows: 60% to Oppenheimer, 25% to Susquehanna and 15% to Philadelphia); provided, however, that in no event shall this amount plus the expense reimbursement pursuant to Section 4(b)(x), (y) and (z) exceed 8% of the gross proceeds of the Offering. It is expressly understood and acknowledged that Oppenheimer, Susquehanna and Philadelphia are not and shall not be deemed for any purpose to be acting as an agent, joint venturer or partner of one another and that none of Oppenheimer, Susquehanna nor Philadelphia assumes responsibility, express or implied, for any actions or omissions of, or the performance of services by, the other in connection with the transaction contemplated herein or otherwise. The obligations of Oppenheimer, Susquehanna and Philadelphia shall be several (and not joint and several) in all respects. (b) Payment of the purchase price for, and delivery of the Securities shall be made at a closing (the “Closing”) at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m., New York time, on the Closing Date to take ...
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Agreement to Act as Placement Agent; Delivery and Payment 
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Related to Agreement to Act as Placement Agent; Delivery and Payment

  • Closing Delivery and Payment 2 3.1 Closing.........................................................................................2 3.2 Delivery........................................................................................2

  • Delivery and Redelivery of Securities for Carrying Purposes The Manager may deliver to you from time to time prior to the termination of the applicable AAU pursuant to Section 9.1 hereof against payment, for carrying purposes only, any Securities or Other Securities purchased by you under the applicable AAU or any Intersyndicate Agreement which the Manager is holding for sale for your account but which are not sold and paid for. You will redeliver to the Manager against payment any Securities or Other Securities delivered to you for carrying purposes at such times as the Manager may demand.

  • Delivery and Payment Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

  • Delivery and Payment of Additional Shares Payment for the Additional Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Additional Shares (or through the facilities of DTC) for the account of the Underwriters. The Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Additional Shares except upon tender of payment by the Underwriters for applicable Additional Shares. The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.

  • Sale, Purchase, Delivery and Payment for the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 hereof. (b) The Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or electronic notice, by the Representative to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + Co, LLC, 539 Bryant Street, Suite 100, San Francisco, ▇▇, ▇▇▇▇▇ ▇▇ 7:00 a.m., S▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).