Underwriting commission and incentive fee Sample Clauses

The "Underwriting commission and incentive fee" clause defines the compensation structure for underwriters involved in a financial transaction, such as the issuance of securities. It specifies the percentage or amount of commission the underwriter will receive for their services, as well as any additional incentive fees that may be earned based on performance metrics like the volume of securities sold or the speed of completion. This clause ensures transparency in the costs associated with underwriting and aligns the interests of the underwriter with the success of the offering, thereby facilitating a smoother and more efficient transaction process.
Underwriting commission and incentive fee. The Company shall pay or cause to be paid to the Overall Coordinators and the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) an underwriting commission equal to 2.5 per cent of the aggregate Offer Price in respect of all of the Hong Kong Offer Shares (excluding any International Offer Shares reallocated to the Hong Kong Public Offering and any Hong Kong Offer Shares reallocated to the International Offering, in each case pursuant to Clause 4) (the “Underwriting Commission”). The respective entitlements of the Hong Kong Underwriters to the Underwriting Commission will be set out in the International Underwriting Agreement and agreed between the Company on the one hand, and the Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters and the Capital Market Intermediaries) on the other hand, and shall be dealt with in accordance with the Agreement Among Hong Kong Underwriters and the Agreement Among International Underwriters (as the case may be). In addition, the Company may in its sole and absolute discretion pay to the Hong Kong Underwriters a discretionary incentive fee up to 2.0 per cent. of the aggregate Offer Price in respect of each of the Hong Kong Offer Shares (excluding any International Offer Shares reallocated to the Hong Kong Public Offering and any Hong Kong Offer Shares reallocated to the International Offering, in each case pursuant to Clause 4) (the “Incentive Fee”). The Company shall notify the Hong Kong Underwriters before the Listing Date whether any Incentive Fee will be paid (including the respective entitlements of each Hong Kong Underwriter to such Incentive Fee, if any) and the Incentive Fee payable to GTJA Securities shall be deducted pursuant to Clause 5.2).
View SourceView Similar (4)
Underwriting commission and incentive fee. In consideration of the Hong Kong Underwriters assuming their Hong Kong Public Offering Underwriting Commitment under this Agreement, the Company shall pay to the Sole Global Coordinator (acting in such capacity and on behalf of the Hong Kong Underwriters) an underwriting commission equal to 7.0 per cent of the aggregate Offer Price in respect of all of the Hong Kong Offer Shares (excluding any International Offer Shares reallocated to the Hong Kong Public Offering and any Hong Kong Offer Shares reallocated to the International Offering, in each case pursuant to Clause 4.11 and 4.12, respectively). The respective entitlements of the Hong Kong Underwriters to the Hong Kong underwriting commission will be paid as set out in the International Underwriting Agreement. In addition, the Company may pay to the Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters) a discretionary incentive fee not exceeding HK$10.2 million. The amount and allocation of such incentive fee will be determined on or before the Price Determination Date in the International Underwriting Agreement .
View SourceView Similar (2)
Underwriting commission and incentive fee. In consideration of the services of the Hong Kong Underwriters under this Agreement, subject to this Agreement having become unconditional and not having been terminated in accordance with the terms hereof, the Company shall pay to the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters) an underwriting commission equal to 3.25 per cent. of the aggregate Offer Price in respect of all of the Hong Kong Offer Shares (excluding any International Offer Shares reallocated to the Hong Kong Public Offering and any Hong Kong Offer Shares reallocated to the International Offering, in each case pursuant to Clause 4) (the “Underwriting Commission”), of which up to 11% of such amount may be paid by the Company, at its sole discretion, to the Hong Kong Underwriters as incentive fee (the “Incentive Fee”). The actual absolute amount of the Incentive Fee and the allocation of such Incentive Fee in absolute amount among the Hong Kong Underwriters shall be determined by the Company at its sole discretion and communicated to the Overall Coordinators on or before 4 December 2024. The respective entitlements of the Hong Kong Underwriters to the Underwriting Commission (inclusive of any Incentive Fee) will be agreed and set out in the International Underwriting Agreement, provided that the final allocation of the Underwriting Commission to each Hong Kong Underwriter shall not be less than the amount of fixed fee which each Hong Kong Underwriter is entitled to as set out in their respective engagement letter entered into with the Company (including any supplemental agreements, if any).
View Source

Related to Underwriting commission and incentive fee

  • Underwriting Fee The Underwriting Fee payable by BIP to the Underwriters pursuant to the Offering shall be calculated based on all of the Units purchased hereunder. The Underwriting Fee payable by BIP to the Underwriters pursuant to the Over-Allotment Option shall be calculated based on all of the Additional Units purchased hereunder.

  • Deferred Underwriting Commission The Underwriters agree that 3.5% of the gross proceeds from the sale of the Firm Units ($3,500,000) and the Option Units (up to $525,000), if any (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own accounts upon consummation of the Company’s initial Business Combination. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Stockholders.

  • Underwriting Compensation Determination and Cap The maximum amounts set forth in clauses (a) and (c) above are considered underwriting compensation pursuant to FINRA Rule 5110. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or Client or any of their respective affiliates to ((or benefits paid in respect of) any related person of the Co-Managers is generally deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other related offerings in a manner deemed to be reasonable and appropriate by each of the Co-Managers, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the Parties will adjust the provisions of this Agreement or the Client will adjust the terms of employment of persons affiliated with either of the Co-Managers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. The total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed ten percent (10%) of the gross proceeds of the offering.

  • Termination Fee; Expenses (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

  • Incentive Fee In the event that the actual costs for the development and construction of the Project are less than the Projected Project Costs (such difference being referred to as the "Savings"), fifty percent (50%) of the Savings shall be paid to the Developer as an incentive fee.