Appointment of Placement Agent Sample Clauses
The Appointment of Placement Agent clause formally designates a specific individual or firm to act as the placement agent for a transaction, typically in the context of raising capital or selling securities. This clause outlines the scope of the agent’s authority, such as marketing the offering to potential investors, and may specify the terms of engagement, including compensation and duration. Its core function is to clearly establish who is authorized to represent the issuer in dealings with investors, thereby ensuring clarity and preventing disputes over representation or entitlement to fees.
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Appointment of Placement Agent. (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 Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or 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 be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017
(b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection...
Appointment of Placement Agent. (a) You are hereby appointed exclusive Placement Agent of the Company (subject to your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified Subscribers pursuant to the offering (the "Offering") described in the
Appointment of Placement Agent. On the basis of the representations and warranties provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as exclusive Placement Agent for OPCO and Issuer during the Offering Period to assist OPCO and Issuer in finding qualified subscribers for the Offering. The Placement Agent may sell Units through other broker-dealers who are Financial Industry Regulatory Authority (“FINRA”) members and may reallow all or a portion of the Agent Compensation (as defined in Section 3(b) below) it receives to such other broker-dealers. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike manner and to use its reasonable efforts to assist OPCO and Issuer in (A) finding subscribers of Units who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D, and (B) completing the Offering. The Placement Agent has no obligation to purchase any of the Units. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below).
Appointment of Placement Agent. Zanett is hereby appointed Placement Agent of the Company for the purposes of assisting the Company in finding qualified Investors to participate in the Offering. On the basis of the representations and warranties and subject to the terms and conditions contained herein, Zanett hereby accepts such agency and agrees to assist the Company in finding qualified Investors to participate in the Offering. Zanett's agency hereunder is not terminable by the Company except upon termination of the Offering. Upon termination of the Offering, all subscriptions received, if any, shall be returned to Investors.
Appointment of Placement Agent. (a) The Placement Agent is hereby appointed placement agent of the Company (subject to the Placement Agent's right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified subscribers in offshore transactions under Regulation S pursuant to the Offering described in the Offering Documents. The Placement Agent shall not be deemed an agent of the Company for any other purpose. The "OFFERING PERIOD" shall commence on the day the CTS #1 is first made available to the Placement Agent by the Company for delivery in connection with the offering for the sale of the Units (the "COMMENCEMENT DATE"). Upon receipt of the Minimum Offering amount, the Placement Agent may conduct a closing (the "INITIAL CLOSING DATE") and may conduct subsequent closings on an interim basis until the relevant Maximum Offering amount (and any Placement Agent's Option amount) has been reached or the Offering is terminated (the "FINAL CLOSING DATE"). Each such closing may be referred to herein as a "CLOSING". If not terminated earlier pursuant to this Agreement, the Offering Period shall terminate at 11:59 a.m. New York City Time on December 31, 1998, subject to an extension, (written notice of which shall be provided to the Company), at the option of the Placement Agent, for an additional sixty (60) days (the "TERMINATION DATE"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 Units are not received prior to the end of the Offering Period, the Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deduction.
Appointment of Placement Agent. ESL's appointment by the Company as Placement Agent shall commence upon the date of the execution of this Agreement, and shall continue until and through July 31, 1998, unless (i) the Shares shall be completely sold prior to that date, (ii) the offering has been terminated by written agreement between ESL and the Company, or (iii) this Agreement shall be terminated at a prior date as provided herein.
Appointment of Placement Agent. On the basis of the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as a non-exclusive Placement Agent of the Company during the Offering Period to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may sell Units through other broker-dealers who are FINRA members and may reallow all or a portion of the Brokers’ Fees (as defined in Section 3(a) below) it receives to such other broker-dealers or pay a finders or consultant fee as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its best efforts to assist the Company in (A) finding subscribers of Units who either (i) qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D, or (ii) are offered and purchase the Units outside the United States in an Offshore Transaction (as such term is defined in Regulation S) and who are not U.S. Persons (as such term is defined in Regulation S) and are not acting for the account or benefit of a person in the United States or a U.S. Person and (B) completing the Offering. The Placement Agent has no obligation to purchase any of the Units. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below).
Appointment of Placement Agent. ICP is hereby appointed as exclusive placement agent of the Company (subject to ICP’s right to have foreign dealers (“Selected Dealers”) participate in the Placement) during the “PPO Period” (defined below) for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO, which is expected to be on or about June 29, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) the sale of all of the Shares, or (ii) the close of business on July 31, 2007. The day that the PPO Period expires is hereinafter referred to as the “PPO Termination Date.
(a) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Shares. ICP’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period.
(b) Subscriptions for Shares shall be evidenced by the execution by Subscribers of a Subscription Agreement, Registration Rights Agreement and Questionnaire. No Subscription Agreement shall be effective unless and until it is accepted and countersigned by the Company. The Placement Agent or the Company shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Shares.
(c) The Placement Agent and/or its affiliates may be Subscribers in the Placement; provided that said Placement Agent and/or its affiliates satisfy all of the conditions and provide appropriate representations set forth in the Transaction Documents.
Appointment of Placement Agent. The Fund hereby appoints the Placement Agent as the exclusive placement agent for the Fund for the period and upon the terms herein set forth, for the purposes of obtaining purchasers for, and assisting in the offering of, the Units in the manner contemplated herein. The Placement Agent hereby accepts such appointment and agrees to use commercially reasonable efforts during such period to find eligible purchasers for the Units. The Placement Agent, from time to time in its sole discretion and at its own expense, may appoint Sub-Placement Agents (as defined below), who may or may not be affiliated with the Placement Agent, on such terms as the Placement Agent may determine.
Appointment of Placement Agent. On the basis of the representations and warranties provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed exclusive placement agent for the Company during the Offering Period to assist the Company in finding qualified subscribers for the Offering. The Placement Agent shall also have exclusivity, including the retention of sub-placement agents, during the Offering Period with respect to any other securities that the Company desires to offer for capital raise purposes. The Placement Agent may sell Shares through other broker-dealers who are FINRA members, as well as through foreign finders pursuant to applicable FINRA rules, and may reallow all or a portion of the Agent Compensation (as defined in Section 3(b) below) it receives to such other broker-dealers or foreign finders. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike manner and to use its reasonable efforts to assist the Company in (A) finding subscribers of Shares who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D, and (B) completing the Offering. The Placement Agent has no obligation to purchase any of the Shares. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below).