Common use of Deferred Discount Payment Clause in Contracts

Deferred Discount Payment. Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay the Representative the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The Representative shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within the time period required by its Amended and Restated Certificate of Incorporation, the Deferred Discount will not be paid to the Representative and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Stockholders. In connection with any such Liquidation, the Representative forfeits any rights or claims to the Deferred Discount. (jj) Forfeiture. Upon the earlier to occur of the expiration and termination of the Underwriters’ over-allotment option, the Company shall cancel or otherwise effect the forfeiture of Founder Shares from the holders thereof, in an aggregate amount equal to the number of Founder Shares determined by multiplying (a) 750,000 by (b) a fraction, (i) the numerator of which is 3,000,000 minus the number of Option Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture of any Founder Shares pursuant to this Section 4(jj).

Appears in 4 contracts

Samples: Underwriting Agreement (Kimbell Tiger Acquisition Corp), Underwriting Agreement (Kimbell Tiger Acquisition Corp), Underwriting Agreement (Kimbell Tiger Acquisition Corp)

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Deferred Discount Payment. Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay the Representative the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The Representative shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within the time period required by its Amended and Restated Certificate of Incorporation, the Deferred Discount will not be paid to the Representative and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Stockholders. In connection with any such Liquidation, the Representative forfeits any rights or claims to the Deferred Discount. (jj) Forfeiture. Upon the earlier to occur of the expiration and termination of the Underwriters’ over-allotment option, the Company shall cancel or otherwise effect the forfeiture of Founder Shares from the holders thereof, in an aggregate amount equal to the number of Founder Shares determined by multiplying (a) 750,000 1,500,000 by (b) a fraction, (i) the numerator of which is 3,000,000 6,000,000 minus the number of Option Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,0006,000,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture of any Founder Shares pursuant to this Section 4(jj).

Appears in 2 contracts

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

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Deferred Discount Payment. Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay the Representative Representatives, on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The Representative Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within the time period required by its Amended and Restated Certificate of IncorporationCharter, the Deferred Discount will not be paid to the Representative Representatives and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public StockholdersShareholders. In connection with any such Liquidation, the Representative forfeits Underwriters forfeit any rights or claims to the Deferred Discount. (jjmm) Forfeiture. Upon the earlier to occur of the expiration and termination of the Underwriters’ over-allotment option, the Company shall cancel or otherwise effect the forfeiture of Founder Shares from the holders thereofSponsor, in an aggregate amount equal to the number of Founder Shares determined by multiplying (a) 750,000 1,000,000 by (b) a fraction, (i) the numerator of which is 3,000,000 minus the number of Option Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture of any the Founder Shares pursuant to this Section 4(jj4(mm).

Appears in 1 contract

Samples: Underwriting Agreement (Spring Valley Acquisition Corp. II)

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