Contingent Portion of Underwriters’ Discount. The Representative, on its own behalf and behalf of the other Underwriters, agree that 2.8% of the gross proceeds from the sale of the Firm Units ($1,120,000) and the Option Units (an aggregate of $1,288,000 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 upon the consummation of a Business Combination. In addition, in the event the Company is unable to consummate a Business Combination and American Stock Transfer & Trust Company (“AST” or “Escrow Agent”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on its own behalf and on behalf of the other Underwriters, 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 included in the Units sold in the Offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Prime Acquisition Corp), Underwriting Agreement (Prime Acquisition Corp), Underwriting Agreement (Prime Acquisition Corp)
Contingent Portion of Underwriters’ Discount. The Representative, on its own behalf and behalf of itself and the other Underwriters, agree agrees that 2.84% of the gross proceeds from the sale of the Firm Units ($1,120,0004,000,000) and the sale of any Option Units (an aggregate of additional $1,288,000 600,000 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 upon the consummation of a Business Combination. Representative, In addition, in the event that the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company (the “AST” 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 its own behalf and on behalf of itself and the other Underwriters, agree 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 2 contracts
Samples: Underwriting Agreement (Korea Milestone Acquisition CORP), Underwriting Agreement (Korea Milestone Acquisition CORP)
Contingent Portion of Underwriters’ Discount. The Representative, on its own behalf and behalf of itself and the other Underwriters, agree agrees that 2.84.5% of the gross proceeds from the sale of the Firm Units ($1,120,0004,500,000) and the sale of any Option Units (an aggregate of additional $1,288,000 675,000 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 upon the consummation of a Business Combination. Representative, In addition, in the event that the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company (the “AST” 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 its own behalf and on behalf of itself and the other Underwriters, agree 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 (Korea Milestone Acquisition CORP)
Contingent Portion of Underwriters’ Discount. The Representative, on its own behalf and behalf of itself and the other Underwriters, agree agrees that 2.85.0% of the gross proceeds from the sale of the Firm Units ($1,120,0005,000,000) and the sale of any Option Units (an aggregate of additional $1,288,000 375,000 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 upon the consummation of a Business Combination. Representative, In addition, in the event that the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company (the “AST” 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 its own behalf and on behalf of itself and the other Underwriters, agree 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 (Korea Milestone Acquisition CORP)