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 Representatives (subject to the fifth and sixth sentences of this Section 4(ii)), on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The 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 Memorandum and Articles of Association, the Deferred Discount will not be paid to the Representatives and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Shareholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount. Notwithstanding anything to the contrary in this Agreement, a portion of the amount designated per Unit as Deferred Discount not to exceed 25% of the total Deferred Discount, may be re-allocated amongst the Underwriters or paid to other members of FINRA that assist the Company in consummating its initial Business Combination. The election to re-allocate or to make such payments to such other members of FINRA will be solely at the discretion of the Company’s management team, and such members of FINRA will be selected by the Company’s management team in their sole and absolute discretion.

Appears in 2 contracts

Samples: Underwriting Agreement (Global Synergy Acquisition Corp.), Underwriting Agreement (Global Synergy 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 Representatives (subject to the fifth and sixth sentences of this Section 4(ii)), on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The 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 Memorandum and Articles Certificate of AssociationIncorporation, the Deferred Discount will not be paid to the Representatives and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public ShareholdersStockholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount. Notwithstanding anything to the contrary in this Agreement, a portion of the amount designated per Unit as Deferred Discount not to exceed 25% of the total Deferred Discount, may be re-allocated amongst the Underwriters or paid to other members of FINRA that assist the Company in consummating its initial Business Combination. The election to re-allocate or to make such payments to such other members of FINRA will be solely at the discretion of the Company’s management team, and such members of FINRA will be selected by the Company’s management team in their sole and absolute discretion.

Appears in 2 contracts

Samples: Underwriting Agreement (CHP Merger Corp.), Underwriting Agreement (CHP Merger Corp.)

Deferred Discount Payment. Upon the consummation of the initial Initial Business Combination, the Company will direct the Trustee to pay the Representatives Representative (subject to the fifth and sixth sentences of this Section 4(ii)), on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The 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 Initial Business Combination within the time period required by its Amended and Restated Memorandum and Articles Certificate of AssociationIncorporation, the Deferred Discount will not be paid to the Representatives Representative and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Shareholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount. Notwithstanding anything to the contrary in this Agreement, a portion of the amount designated per Unit as Deferred Discount not to exceed 25% of the total Deferred Discount, may be re-allocated amongst the Underwriters or paid to other members of FINRA that assist the Company in consummating its initial Initial Business Combination. The election to re-allocate or to make such payments to such other members of FINRA will be solely at the discretion of the Company’s management team, and such members of FINRA will be selected by the Company’s management team in their sole and absolute discretion.

Appears in 1 contract

Samples: Underwriting Agreement (Jack Creek Investment Corp.)

Deferred Discount Payment. Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay the Representatives Representative (subject to the fifth and sixth sentences of this Section 4(ii)), on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The 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 Memorandum and Articles of Association, the Deferred Discount will not be paid to the Representatives Representative and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public ShareholdersStockholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount. Notwithstanding anything (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 Sponsor, in an aggregate amount equal to the contrary number of Founder Shares determined by multiplying (a) 937,500 by (b) a fraction, (i) the numerator of which is 3,750,000 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 3,750,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in this Agreementfull, a portion the Company shall not cancel or otherwise effect the forfeiture of the amount designated per Unit as Deferred Discount not Founder Shares pursuant to exceed 25% of the total Deferred Discount, may be re-allocated amongst the Underwriters or paid to other members of FINRA that assist the Company in consummating its initial Business Combination. The election to re-allocate or to make such payments to such other members of FINRA will be solely at the discretion of the Company’s management team, and such members of FINRA will be selected by the Company’s management team in their sole and absolute discretionthis Section 4(jj).

Appears in 1 contract

Samples: Underwriting Agreement (Frontier Investment 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 Representatives Representative (subject to the fifth and sixth sentences of this Section 4(ii)), on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The 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 Memorandum and Articles of Association, the Deferred Discount will not be paid to the Representatives Representative and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public ShareholdersStockholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount. Notwithstanding anything (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 Sponsor, in an aggregate amount equal to the contrary 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 this Agreementfull, a portion the Company shall not cancel or otherwise effect the forfeiture of the amount designated per Unit as Deferred Discount not Founder Shares pursuant to exceed 25% of the total Deferred Discount, may be re-allocated amongst the Underwriters or paid to other members of FINRA that assist the Company in consummating its initial Business Combination. The election to re-allocate or to make such payments to such other members of FINRA will be solely at the discretion of the Company’s management team, and such members of FINRA will be selected by the Company’s management team in their sole and absolute discretionthis Section 4(jj).

Appears in 1 contract

Samples: Underwriting Agreement (Frontier Investment Corp)

Deferred Discount Payment. Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay the Representatives Representative (subject to the fifth and sixth sentences of this Section 4(ii)), on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The 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 Memorandum and Articles Certificate of AssociationIncorporation, the Deferred Discount will not be paid to the Representatives Representative and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public ShareholdersStockholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount. Notwithstanding anything to the contrary in this Agreement, a portion of the amount designated per Unit as Deferred Discount not to exceed 25% of the total Deferred Discount, may be re-allocated amongst the Underwriters or paid to other members of FINRA that assist the Company in consummating its initial Business Combination. The election to re-allocate or to make such payments to such other members of FINRA will be solely at the discretion of the Company’s management team, and such members of FINRA will be selected by the Company’s management team in their sole and absolute discretion.

Appears in 1 contract

Samples: Underwriting Agreement (Ribbit LEAP, Ltd.)

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