Common use of Deferral of a Portion of Underwriters’ Discount Clause in Contracts

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined below), Xxxxxx Xxxxxx & Co. agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.28 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.28 per Option Unit (as defined below) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, Xxxxxx Xxxxxx & Co. shall promptly receive the Deferred Fees, but only with respect to those units as to which the component shares have not been redeemed for cash by those stockholders who voted against the Business Combination and exercised their redemption rights. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, the trustee of the Trust Account, commences liquidation of the Trust Account, Xxxxxx Xxxxxx & Co. hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred Fees; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Appears in 3 contracts

Samples: Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.)

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Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined belowin Section 1.2.2), Xxxxxx Mxxxxx Xxxxxx & Co. agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.28 0.24 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.28 0.24 per Option Unit (as defined belowin Section 1.2.1) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, Xxxxxx Mxxxxx Xxxxxx & Co. shall promptly receive the Deferred Fees, but only with respect to those units Units as to which the component shares have not been redeemed for cash by those stockholders who voted against the Business Combination and exercised their redemption rights. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, the trustee Trustee of the Trust Account, Account commences liquidation of the Trust Account, Xxxxxx Mxxxxx Xxxxxx & Co. hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred FeesFees and any interest accrued thereon; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the Common Stock Ordinary Shares included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Appears in 2 contracts

Samples: Underwriting Agreement (Redstar Partners, Inc.), Underwriting Agreement (Redstar Partners, Inc.)

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined belowin Section 1.2.2), Xxxxxx Mxxxxx Xxxxxx & Co. agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.28 0.16 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.28 0.16 per Option Unit (as defined belowin Section 1.2.1) (the Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, Xxxxxx Mxxxxx Xxxxxx & Co. shall promptly receive the Deferred Fees, but only with respect to those units as to which the component shares have not been redeemed for cash by those stockholders who voted against the Business Combination and exercised their redemption rights. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust CompanyCST, the trustee of the Trust Account, commences liquidation of the Trust Account, Xxxxxx Mxxxxx Xxxxxx & Co. hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred Fees; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Appears in 2 contracts

Samples: Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP)

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined belowin Section 1.2.2), Xxxxxx Xxxxxx & Co. agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.28 0.24 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.28 0.24 per Option Unit (as defined belowin Section 1.2.1) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, Xxxxxx Xxxxxx & Co. shall promptly receive the Deferred Fees, but only with respect to those units as to which the component shares have not been redeemed for cash by those stockholders who voted against the Business Combination and exercised their redemption rights. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust CompanyCST, the trustee of the Trust Account, commences liquidation of the Trust Account, Xxxxxx Xxxxxx & Co. hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred FeesFees and any interest accrued thereon; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Appears in 1 contract

Samples: Underwriting Agreement (Camden Learning CORP)

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined below), Xxxxxx Xxxxxx & Co. agrees to deposit into the Trust Account Fund a portion of the Underwriters’ discount equal to $0.28 0.16 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.28 0.16 per Option Unit (as defined below) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust AccountFund. Upon the consummation of a Business Combination, Xxxxxx Xxxxxx & Co. shall promptly receive the Deferred Fees, but only with respect to those units as to which the component shares have not been redeemed for cash by those stockholders who voted against the Business Combination and exercised their redemption rights. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, the trustee of the Trust AccountFund, commences liquidation of the Trust AccountFund, Xxxxxx Xxxxxx & Co. hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred Fees; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Appears in 1 contract

Samples: Underwriting Agreement (Arcade Acquisition Corp.)

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined belowin Section 1.2.2), Xxxxxx Mxxxxx Xxxxxx & Co. agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.28 0.24 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.28 0.24 per Option Unit (as defined belowin Section 1.2.1) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, Xxxxxx Mxxxxx Xxxxxx & Co. shall promptly receive the Deferred Fees, but only with respect to those units as to which the component shares have not been redeemed for cash by those stockholders who voted against the Business Combination and exercised their redemption rights. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust CompanyCST, the trustee of the Trust Account, commences liquidation of the Trust Account, Xxxxxx Mxxxxx Xxxxxx & Co. hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred FeesFees and any interest accrued thereon; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Appears in 1 contract

Samples: Underwriting Agreement (Camden Learning CORP)

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Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined belowin Section 1.2.2), Xxxxxx Xxxxxx & Co. agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.28 0.16 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.28 0.16 per Option Unit (as defined belowin Section 1.2.1) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, Xxxxxx Xxxxxx & Co. shall promptly receive the Deferred Fees, but only with respect to those units as to which the component shares have not been redeemed for cash by those stockholders who voted against the Business Combination and exercised their redemption rights. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust CompanyCST, the trustee of the Trust Account, commences liquidation of the Trust Account, Xxxxxx Xxxxxx & Co. hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred Fees; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Appears in 1 contract

Samples: Underwriting Agreement (Camden Learning CORP)

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined belowin Section 1.2.2), Xxxxxx Mxxxxx Xxxxxx & Co. agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.28 0.32 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.28 0.32 per Option Unit (as defined belowin Section 1.2.1) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, Xxxxxx Mxxxxx Xxxxxx & Co. shall promptly receive the Deferred Fees, but only with respect to those units Units as to which the component shares have not been redeemed for cash by those stockholders who voted against the Business Combination and exercised their redemption rights. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, the trustee Trustee of the Trust Account, Account commences liquidation of the Trust Account, Xxxxxx Mxxxxx Xxxxxx & Co. hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred FeesFees and any interest accrued thereon; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the Common Stock Ordinary Shares included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Appears in 1 contract

Samples: Underwriting Agreement (Redstar Partners, Inc.)

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined belowin Section 1.2.2), Xxxxxx Xxxxxx & Co. agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.28 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.28 per Option Unit (as defined belowin Section 1.2.1) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, Xxxxxx Xxxxxx & Co. shall promptly receive the Deferred Fees, but only with respect to those units as to which the component shares have not been redeemed for cash by those stockholders who voted against the Business Combination and exercised their redemption rights. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust CompanyCST, the trustee of the Trust Account, commences liquidation of the Trust Account, Xxxxxx Xxxxxx & Co. hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred Fees; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Appears in 1 contract

Samples: Underwriting Agreement (Stone Tan China Acquisition Corp.)

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