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), Pali Capital agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.24 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.24 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, Pali Capital shall promptly receive the Deferred Fees. 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, Pali Capital 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 (TM Entertainment & Media, Inc.), Underwriting Agreement (TM Entertainment & Media, Inc.), Underwriting Agreement (TM Entertainment & Media, Inc.)

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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 below), Pali Capital agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.24 0.32 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.24 0.32 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, Pali Capital shall promptly receive the Deferred Fees. 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, Pali Capital 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 (TM Entertainment & Media, Inc.)

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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 below), Pali Capital agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.24 0.32 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.24 0.32 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, Pali Capital shall promptly receive the Deferred Fees. 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, Pali Capital 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 included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Appears in 1 contract

Samples: Underwriting Agreement (FMG Acquisition Corp)

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