Agreement to Act as Placement Agents Clause Samples
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Agreement to Act as Placement Agents. (a) 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 the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from the Company's registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning.
(b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obliga...
Agreement to Act as Placement Agents. The Company hereby confirms its agreement with you as follows:
(a) On the basis of the representations, warranties and agreements of the Company contained herein, and subject to all the terms and conditions of this Agreement, Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. and Chardan Capital Markets, LLC shall be the Company’s exclusive placement agents (each a “Placement Agent” and collectively the “Placement Agents”), acting on a reasonable best efforts basis, in connection with the sale by the Company of the Securities to the Investors in a proposed offering pursuant to the Registration Statement, with the terms of the offering to be subject to market conditions and negotiations among the Company and the prospective Investors (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on the Closing Date (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agents a cash fee equal to six percent (6.0%) of the aggregate gross proceeds raised in the Offering at the Closing other than with respect to proceeds raised from Investors who are directors or officers of the Company and their affiliates (the “Placement Fee”). The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Purchase Agreement”) on the terms described on Exhibit B hereto. Each Placement Agent shall communicate to the Company, orally or in writing, each offer to purchase Securities received by such Placement Agent. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part.
(b) This Agreement shall not give rise to any commitment by the Placement Agents to purchase any of the Securities, and the Placement Agents shall have no authority to bind the Company to accept offers to purchase the Securities. Each Placement Agent represents and agrees that, without the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute a Free Writing Prospectus that would be required to be filed with the Commission. Each Placement Agent may, with the prior consent of the Company (such consent not to be unreasonably withheld), retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall be paid out of such P...
Agreement to Act as Placement Agents. 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, the Placement Agents agree to act as the Company’s exclusive placement agents in connection with the issuance and sale, on a best efforts basis, by the Company of the Shares to the Investors. Upon the occurrence of the Closing (as hereinafter defined), the Company shall pay to the Placement Agents 6.0% of the proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Prospectus (as hereinafter defined).
Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all of the terms and conditions of this Agreement, the Company engages the Placement Agents to act as its exclusive placement agent in connection with the issuance and sale of the Shares and the Placement Agents hereby agree, as an agent of the Company, to use its best efforts to solicit offers to purchase the Shares upon the terms and conditions set forth in the Prospectus (as defined below). Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined below), the Company shall not, without the prior consent of the Placement Agents, solicit or accept offers to purchase Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding as of the date hereof) otherwise than through the Placement Agents in accordance herewith. In connection with its best efforts to solicit offers to purchase the Shares, the Placement Agents shall only communicate information regarding the Company to potential purchasers of the Shares that is consistent with the information contained in the Prospectus.
(b) As compensation for the services rendered hereunder, on the Closing Date (as defined below), the Company shall pay to the Representative, on behalf of the Placement Agents, by wire transfer of immediately available U.S. funds payable to the order of the Representative, to an account or accounts designated by the Representative, an amount equal to 5.5% of the aggregate gross proceeds received by the Company from the sale of the Shares (the “Fee”), for distribution by the Representative in the allotments determined by the Representative. The Placement Agents may, in their discretion, retain other brokers or dealers to act as sub-agents on the Placement Agents’ behalf in connection with the offering of the Shares, provided that the Company shall not be obligated to pay any additional amounts to the Placement Agents or any such sub-agent with respect thereto.
(c) This Agreement shall not give rise to a commitment by the Placement Agents or any of their respective Affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agents shall not have the authority to bind the Company in respect of the sale of any Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject ...
Agreement to Act as Placement Agents. 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, the Placement Agents agree to act as the Company’s exclusive Placement Agents in connection with the issuance and sale, on a minimum-maximum best efforts basis, by the Company of the Units to the Investors. The Placement Agents agree to use their commercially reasonable best efforts to identify prospective Investors and assist the Company in selling the Units in accordance with applicable federal and state laws. The Company shall pay to the Placement Agents an aggregate of eight percent (8%) of the proceeds received by the Company from the sale of the Units. The Placement Agents have agreed that their selling commissions would be allocated sixty percent (60%) to GHS and forty percent (40%) to Gilford, after the deduction by GHS of the amount of any unreimbursed sales and marketing expenses.
Agreement to Act as Placement Agents. 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, the Placement Agents agree to act as the Company’s exclusive placement agents, on a best efforts, all-or-none basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. The Company shall pay to the Placement Agents a fee equal to 7.0% (the “Placement Fee”) of the gross offering proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Final Prospectus (as hereinafter defined).
Agreement to Act as Placement Agents. Upon the basis of the representations and warranties of the Company and subject to the terms and conditions set forth in this Agreement the Company engages the Placement Agents to act as its exclusive placement agents, on a best efforts basis, in connection with the offer and sale by the Company of Shares to the Investors (the "Offering"). As compensation to the Placement Agents for services rendered, at the time of purchase (as defined below) the Company shall pay to TWP, by Federal Funds wire transfer to an account or accounts designated by TWP, an amount equal to (i) 8% of the first $5,000,000 in gross proceeds received by the Company in the Offering, (ii) 7% of the next $5,000,000 in gross proceeds received by the Company in the Offering, and (iii) 6% of all additional gross proceeds received by the Company in the Offering; provided, however, no compensation shall be payable to the Placement Agents for sales of Shares to strategic investors purchasing stock in connection with entering into license, joint venture, partnership or other related agreements with the Company ("Strategic Sales"). The Shares are being sold at a price of $5.00 per share. TWP may retain other brokers or dealers to act as subagents on its behalf in connection with the offering and sale of the Shares. Up to 15% of the aggregate compensation payable to TWP hereunder may be allocated by TWP to BMC. This Agreement shall not give rise to any commitment by the Placement Agents or any of their affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agents shall have no authority to bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to purchase agreements in the form included as Exhibit A hereto (the "Purchase Agreements").
Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions of this Agreement, the Placement Agents agree to act as the Company’s exclusive placement agents, on a best efforts basis only, in connection with the issuance and sale by the Company and the Selling Stockholders of the Shares to the Investors. The Company and the Selling Stockholders shall pay to the Placement Agents a fee equal to [7.0]% (the “Placement Fee”) of the gross offering proceeds received by the Company and the Selling Stockholders from the sale of the Shares as set forth on the cover page of the Final Prospectus (as hereinafter defined).
Agreement to Act as Placement Agents. Upon the basis of the representations and warranties of the Company and subject to the terms and conditions set forth in this Agreement, the Company engages each of the Placement Agents, on a commercially reasonable efforts basis, to act as its exclusive placement agents in connection with the offer and sale, by the Company, of Securities to the Investors. As compensation for services rendered, at the time of purchase (as defined below) the Company shall pay to each Placement Agent an amount equal to 3.0% (or 6.0% in the aggregate) of the gross proceeds received or to be received by the Company from the sale of the Securities (the “Agency Fee”). The Shares are being sold to Investors at a price of $1.45 per share, and together with each Share, Investors will receive a Warrant to purchase 0.75 shares of the Company’s Common Stock at an exercise price of $2.30 per share. Each Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the offering and sale of the Securities. The Company expressly acknowledges and agrees that each Placement Agent’s obligations hereunder are on a reasonable efforts basis, and this Agreement shall not give rise to any commitment by either Placement Agent or any of its affiliates to underwrite or purchase any of the Securities or otherwise provide any financing. Neither Placement Agent shall have the authority to bind the Company in respect of the sale of any Securities. The sale of the Securities shall be made pursuant to purchase agreements substantially in the form included as Exhibit A hereto (the “Subscription Agreements”).
Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions of this Agreement, the Placement Agents agree to act as the Company’s and the Selling Stockholders’ exclusive placement agents in connection with the issuance and sale, on a best efforts basis, of the Shares to the Investors. The Placement Agents shall use commercially reasonable efforts to assist the Company and the Selling Stockholders in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company or the Selling Stockholders in the event any such purchase is not consummated for any reason. The Company and each Selling Stockholder shall pay to the Placement Agents an aggregate amount equal to 2.0% of the proceeds received by the Company or such Selling Stockholder from the sale of the Share as set forth on the cover page of the Prospectus (as hereinafter defined); provided that 60% of such aggregate amount shall be paid directly to ▇▇ ▇▇▇▇▇ Securities, Incorporated and 40% of such aggregate amount shall be paid directly to Flagstone Securities, LLC. This Agreement shall not give rise to a commitment by the Placement Agents or any of their affiliates to underwrite or purchase any of the Shares or otherwise provide any financing. Notwithstanding the foregoing, it is understood and agreed that the Placement Agents or any of their affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principals. The Placement Agents, without the prior consent of the Company or any Selling Stockholder, may appoint any co-agent or sub-agent in connection with the issuance and sale of the Shares and may allocate any portion of such fee to such co-agent or sub-agent.