Common use of Deferred Discount Clause in Contracts

Deferred Discount. Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay 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 twenty-four months from the closing of the Offering (or later if the stockholders approve an amendment to the Amended and Restated Certificate of Incorporation extending such deadline), the Deferred Discount will not be paid to the Underwriters and will, instead, be included in the distribution of the proceeds held in the Trust Account made to the Public Stockholders upon Liquidation. 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 20% of the total Deferred Discount, may be re-allocated or paid to members of FINRA that assist the Company in consummating its initial Business Combination. The election to re-allocate or make such payments to 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.

Deferred Discount. Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay 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 twenty-four months from the closing of the Offering (or later if the stockholders approve an amendment to the Amended and Restated Certificate of Incorporation extending such deadline), the Deferred Discount will not be paid to the Underwriters and will, instead, be included in the distribution of the proceeds held in the Trust Account made to the Public Stockholders upon Liquidation. 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 2035% of the total Deferred Discount, may be re-allocated or paid to members of FINRA that assist the Company in consummating its initial Business Combination. The election to re-allocate or make such payments to 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.

Deferred Discount. Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay 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 twenty months from the closing of the Offering (or twenty-four months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within twenty months from the closing of the Offering) (or later if the stockholders approve an amendment to the Second Amended and Restated Certificate of Incorporation extending such deadline), the Deferred Discount will not be paid to the Underwriters and will, instead, be included in the distribution of the proceeds held in the Trust Account made to the Public Stockholders upon Liquidation. 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 2025% of the total Deferred Discount, may be re-allocated or paid to the Underwriters and/or to third parties not participating in the Offering who are members of FINRA that assist the Company in consummating connection with its initial Business Combination. The election to re-allocate or make such payments to members payments, and the amount of FINRA any allocations, will be solely at the discretion of the Company’s management team, and such members of FINRA persons will be selected by the Company’s management team in their sole and absolute discretion.