Common use of Contingent Portion of Underwriters’ Discount Clause in Contracts

Contingent Portion of Underwriters’ Discount. Representative, on behalf of itself and the other Underwriters, agrees that 3.0% of the gross proceeds from the sale of the Firm Units ($3,000,000) and the Option Units (an aggregate of $3,450,000 if the Over-allotment Option is exercised in full) (the “Contingent Discount”) will be deposited in and held in the Trust Fund and payable to the Representative, on a pro rata basis in respect of any IPO Shares (defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof upon the consummation of a Business Combination. Representative, on behalf of itself and the other Underwriters, agrees the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST” or “Escrow Agent”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the Ordinary Shares included in the Units sold in the Offering.

Appears in 3 contracts

Samples: Underwriting Agreement (Asia Special Situation Acquisition Corp), Underwriting Agreement (Asia Special Situation Acquisition Corp), Underwriting Agreement (Asia Special Situation Acquisition Corp)

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Contingent Portion of Underwriters’ Discount. Representative, on behalf of itself and the other Underwriters, agrees that 3.0% of the gross proceeds from the sale of the Firm Units ($3,000,000750,000) and the Option Units (an aggregate of $3,450,000 862,500 if the Over-allotment Option is exercised in full) (the “Contingent Discount”) will be deposited in and held in the Trust Fund and payable to the Representative, on a pro rata basis in respect of any IPO Shares (defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof upon the consummation of a Business Combination. Representative, on behalf of itself and the other Underwriters, agrees the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and Continental American Stock Transfer & Trust Company (“CSTAST” or “Escrow Agent”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the Ordinary Shares shares of Common Stock included in the Units sold in the Offering.

Appears in 2 contracts

Samples: Underwriting Agreement (Pinpoint Advance CORP), Underwriting Agreement (Pinpoint Advance CORP)

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 3.02% of the gross proceeds from the sale of the Firm Units ($3,000,0004,000,000) and 4% of the gross proceeds from the sale of any Option Units (an aggregate of additional $3,450,000 1,200,000 if the Overover-allotment Option option is exercised in full) (the "Contingent Discount") will be deposited in and held in the Trust Fund and payable to the RepresentativeUnderwriters, on a pro rata basis in respect along with any interest accrued thereon (net of any IPO Shares (defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof taxes payable), upon the consummation of a Business Combination. Representative, on behalf of itself and the other Underwriters, agrees the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental American Stock Transfer & Trust Company (“CST” or “Escrow Agent”"AST"), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent DiscountDiscount and any interest accrued thereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the Ordinary Shares shares of Common Stock included in the Units sold in the OfferingOffering (other than the 1,132,000 shares of Common Stock included in the Units to be purchased by certain officers and directors of the Company and their affiliates as provided in the Insider Purchase Agreement (as hereinafter defined) along with any interest accrued thereon.

Appears in 2 contracts

Samples: Underwriting Agreement (Star Maritime Acquisition Corp.), Underwriting Agreement (Star Maritime Acquisition Corp.)

Contingent Portion of Underwriters’ Discount. RepresentativeThe Representatives, on their own behalf and behalf of itself and the other Underwriters, agrees agree that 3.0% of the gross proceeds from the sale of the Firm Units ($3,000,0001,080,000) and the Option Units (an aggregate of $3,450,000 1,242,000 if the Over-allotment Option is exercised in full) (the “Contingent Discount”) will be deposited in and held in the Trust Fund and payable to the RepresentativeRepresentatives, on a pro rata basis in respect of any IPO Shares (defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof upon the consummation of a Business Combination. RepresentativeThe Representatives, on their own behalf and on behalf of itself and the other Underwriters, agrees agree that the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST” or “Escrow Agent”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the RepresentativeRepresentatives, on their own behalf and on behalf of itself and the other Underwriters, agrees agree that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the Ordinary Shares shares of Common Stock included in the Units sold in the Offering.

Appears in 2 contracts

Samples: Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.), Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.)

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 3.04.5% of the gross proceeds from the sale of the Firm Units ($3,000,0001,800,000) and the Option Units (an aggregate a total amount of $3,450,000 2,070,000 if the Overover-allotment Option option is exercised in full) (the "Contingent Discount") will be deposited in and held in the Trust Fund and payable to the RepresentativeUnderwriters, on a pro rata basis along with any interest accrued thereon (net of taxes payable), in respect of any IPO Shares (defined in Section 7.6 8.6 hereof) which are not redeemed pursuant to Section 7.6 hereof 8.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares redeemed pursuant to Section 7.6 hereof. In addition, that in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST” or “Escrow Agent”)Company, the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent DiscountDiscount and any interest accrued thereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the Ordinary Shares shares of Common Stock included in the Units sold in the OfferingOffering along with any interest accrued thereon.

Appears in 2 contracts

Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc)

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 3.04.5% of the gross proceeds from the sale of the Firm Units ($3,000,0001,800,000) and the Option Units (an aggregate a total amount of $3,450,000 2,070,000 if the Overover-allotment Option option is exercised in full) (the ‘‘Contingent Discount’’) will be deposited in and held in the Trust Fund and payable to the RepresentativeUnderwriters (which payment will not include any interest that may be earned thereon), on a pro rata basis in respect of any IPO Shares (defined in Section 7.6 8.6 hereof) which are not redeemed pursuant to Section 7.6 hereof 8.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares redeemed pursuant to Section 7.6 hereof. In addition, that in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST” or “Escrow Agent”)Company, the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent DiscountDiscount and any interest accrued thereon; and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the Ordinary Shares shares of Common Stock included in the Units sold in the OfferingOffering along with any interest accrued thereon.

Appears in 1 contract

Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc)

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 3.04% of the gross proceeds from the sale of the Firm Units ($3,000,0002,592,000) and the Option Units (an aggregate a total amount of $3,450,000 2,980,800 if the Overover-allotment Option option is exercised in full) (the "Contingent Discount") will be deposited in and held in the Trust Fund and payable to the RepresentativeUnderwriters, on a pro rata basis along with any interest accrued thereon (net of taxes payable), in respect of any IPO Shares (defined in Section 7.6 8.6 hereof) which are not redeemed pursuant to Section 7.6 hereof 8.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares redeemed pursuant to Section 7.6 hereof. In addition, that in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST” or “Escrow Agent”)Company, the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent DiscountDiscount and any interest accrued thereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the Ordinary Shares shares of Common Stock included in the Units sold in the OfferingOffering along with any interest accrued thereon.

Appears in 1 contract

Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc)

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 3.02.0% of the gross proceeds from the sale of the Firm Units ($3,000,000720,000) and the Option Units (an aggregate of $3,450,000 828,000 if the Over-allotment Option is exercised in full) ), (the “Contingent Discount”) will be deposited in and held in the Trust Fund and payable to the Representative, on a pro rata basis along with any interest accrued thereon (net of taxes payable), in respect of any IPO Shares (defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon (net of taxes payable) in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST” or “Escrow Agent”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent DiscountDiscount and any interest accrued thereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the Ordinary Shares shares of Common Stock included in the Units sold in the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (TransTech Services Partners Inc.)

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Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 3.04% of the gross proceeds from the sale of the Firm Units ($3,000,0001,800,000) and the Option Units (an aggregate a total amount of $3,450,000 2,070,000 if the Overover-allotment Option option is exercised in full) (the "Contingent Discount") will be deposited in and held in the Trust Fund and payable to the RepresentativeUnderwriters, on a pro rata basis along with any interest accrued thereon (net of taxes payable), in respect of any IPO Shares (defined in Section 7.6 8.6 hereof) which are not redeemed pursuant to Section 7.6 hereof 8.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares redeemed pursuant to Section 7.6 hereof. In addition, that in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST” or “Escrow Agent”)Company, the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent DiscountDiscount and any interest accrued thereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the Ordinary Shares shares of Common Stock included in the Units sold in the OfferingOffering along with any interest accrued thereon.

Appears in 1 contract

Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc)

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 3.03.5% of the gross proceeds from the sale of the Firm Units ($3,000,0001,120,000) and the sale of any Option Units (an aggregate of additional $3,450,000 168,000 if the Over-allotment Option is exercised in full) (collectively, such amounts are the “Contingent Discount”) will be deposited in and held in the Trust Fund Account and payable to the Representative, on a pro rata basis in respect of any IPO Shares (defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (the CST” or “Escrow AgentTrustee”), the trustee of the Trust FundAccount, commences liquidation of the Trust Fund Account as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable)Account, shall be distributed on a pro-rata basis among the holders of the Ordinary Shares included in the Units sold in the OfferingIPO Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Hambrecht Asia Acquisition Corp.)

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 3.03% of the gross proceeds from the sale of the Firm Units ($3,000,000960,000) and the sale of any Option Units (an aggregate of additional $3,450,000 144,000 if the Over-allotment Option is exercised in full) (collectively, such amounts are the “Contingent Discount”) will be deposited in and held in the Trust Fund Account and payable to the Representative, on a pro rata basis in respect of any IPO Shares (defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (the CST” or “Escrow AgentTrustee”), the trustee of the Trust FundAccount, commences liquidation of the Trust Fund Account as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable)Account, shall be distributed on a pro-rata basis among the holders of the Ordinary Shares included in the Units sold in the OfferingIPO Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Hambrecht Asia Acquisition Corp.)

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 3.02% of the gross proceeds from the sale of the Firm Units ($3,000,000640,000) and and the sale of any Option Units (an aggregate of additional $3,450,000 96,000 if the Over-allotment Option is exercised in full) (collectively, such amounts are the “Contingent DiscountDiscount ”) will be deposited in and held in the Trust Fund Account and payable to the Representative, on a pro rata basis in respect of any IPO Shares (defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (the CST” or “Escrow AgentTrustee”), the trustee of the Trust FundAccount, commences liquidation of the Trust Fund Account as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable)Account, shall be distributed on a pro-rata basis among the holders of the Ordinary Shares included in the Units sold in the OfferingIPO Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Hambrecht Asia Acquisition Corp.)

Contingent Portion of Underwriters’ Discount. Representative, on behalf of itself and the other Underwriters, agrees that 3.0% of the gross proceeds from the sale of the Firm Units ($3,000,000) and the Option Units (an aggregate of $3,450,000 if the Over-allotment Option is exercised in full) (the “Contingent Discount”) will be deposited in and held in the Trust Fund and payable to the Representative, on a pro rata basis in respect of any IPO Shares (defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof upon the consummation of a Business Combination. Representative, on behalf of itself and the other Underwriters, agrees the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and Continental American Stock Transfer & Trust Company (“CSTAST” or “Escrow Agent”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the Ordinary Shares included in the Units sold in the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Asia Special Situation Acquisition Corp)

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