Common use of Deferred Discount Clause in Contracts

Deferred Discount. In addition to the discount from the public offering price represented by the Purchase Price set forth in Section 1(a) hereof, and subject to Section 4(hh) hereof, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). Subject to Section 4(hh), the Deferred Discount shall be allocated to each Underwriter in proportion to the number of Units such Underwriter purchases pursuant to this Agreement (including both Firm Units and Option Units) as compared to the total number of Units purchased by the Underwriters collectively. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders,” which term shall include any officers or directors of the Company solely to the extent they hold any Public Stock (as defined below)), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

Deferred Discount. In addition to the discount from the public offering price represented by the Purchase Price set forth in Section 1(a) hereof, and subject to Section 4(hh) hereof, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). Subject to Section 4(hh), the Deferred Discount shall be allocated to each Underwriter in proportion to the number of Units such Underwriter purchases pursuant to this Agreement (including both Firm Units and Option Units) as compared to the total number of Units purchased by the Underwriters collectively. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the Second Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders,” which term shall include any officers or directors of the Company solely to the extent they hold any Public Stock (as defined below)), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

Deferred Discount. In addition to the discount from the public offering price represented by the Purchase Price purchase price set forth in Section 1(a) hereof, and subject to Section 4(hh) 1.1.1 hereof, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both whereby each of a Firm Units Unit and an Option UnitsUnit is a “Unit”)) purchased hereunder (the “Deferred Discount”); provided, however, that no Deferred Discount will be paid for the Units sold to the Sponsor (as defined below) or an affiliate of the Sponsor. Subject The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee (as defined in Section 4(hh)2.25) from amounts on deposit in the Trust Account (as defined in Section 1.1.3) by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. For the avoidance of doubt, the Representative will distribute any Deferred Discount shall be allocated received from the Trustee pursuant to this Section 1.1.2 pro rata among the Underwriters such that each Underwriter in proportion shall receive an amount which bears the same ratio to the aggregate Deferred Discount received by the Representative from the Trustee as the number of Firm Units set forth opposite the name of such Underwriter purchases pursuant on Schedule A hereto bears to this Agreement (including both the aggregate number of Firm Units and Option Units) as compared to being purchased from the total number of Units purchased Company by the Underwriters collectivelyseveral Underwriters. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the Amended and Restated Certificate of Incorporation (as defined below) and the funds held under the Trust Agreement are distributed to the holders of the Common Stock Subunits included in the Units sold pursuant to this Agreement (the “Public Stockholders,” which term shall include any officers or directors of the Company solely to the extent they hold any Public Stock (as defined below)Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement Trustee is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis; provided, further that (1) the Deferred Discount payable to the Underwriters shall be reduced pro rata for any redemptions from the Trust Account prior to the completion of the initial Business Combination, up to a maximum reduction of 20% and (2) the Company may allocate up to 30% of the net Deferred Discount, after any reductions due to any redemptions, to a firm or firms who assist the Company in connection with completing the initial Business Combination.

Deferred Discount. In addition to the discount from the public offering price represented by the Purchase Price set forth in Section 1(a) hereof, and subject to Section 4(hh) hereof, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). Subject to Section 4(hh), the Deferred Discount shall be allocated to each Underwriter in proportion to the number of Units such Underwriter purchases pursuant to this Agreement (including both Firm Units and Option Units) as compared to the total number of Units purchased by the Underwriters collectively. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders,” (which term shall include any officers or directors of the Company solely to the extent they hold any Public Stock (as defined below)), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.