Delivery and Payment for the Offered Securities. i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder (the “Deferred Discount”). Upon consummation of the Business Combination, the Deferred Discount will be paid directly from amounts on deposit in the Trust Account or other amounts legally available therefor, and the Company shall cause CST to pay the Deferred Discount by wire transfer of immediately available funds to the Representative in the same percentages of the total number of Offered Securities such Representative purchased and as set forth in Schedule A hereto. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.
Appears in 3 contracts
Samples: Underwriting Agreement (Software Acquisition Group Inc. III), Underwriting Agreement (Software Acquisition Group Inc. III), Underwriting Agreement (Software Acquisition Group Inc. III)
Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder (the “Deferred Discount”). Upon consummation of the Business Combination, the The Deferred Discount will be paid directly from amounts on deposit in fully earned by each Underwriter upon the Trust Account or other amounts legally available therefor, and the Company shall cause CST to pay the Deferred Discount by wire transfer of immediately available funds to the Representative in the same percentages payment of the total number purchase price for the Securities purchased by such Underwriter on the closing of Offered Securities such Representative purchased this Offering (including payment of the purchase price of any Optional Securities) and as set forth in Schedule A heretowill be paid if and when the company consummates its Business Combination, without any further conditions. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. For the avoidance of doubt, the obligations of the Underwriters under this Agreement shall be fully satisfied upon the payment of the purchase price for the Units purchased by the Underwriters on the date of the closing of the Offering without any further conditions.
Appears in 3 contracts
Samples: Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences), Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences), Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences)
Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this AgreementAgreement (the “Upfront Discount”), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder (the “Deferred Discount”). In addition, the Company agrees $750,000 of the Upfront Discount that would have otherwise been payable to JMP Securities LLC (“JMP Securities”) upon the First Closing Date, will be deferred and be deposited into the Trust Account (the “Additional Deferred Discount”), which will be paid to JMP Securities upon consummation of the Business Combination. Upon consummation of the Business Combination, the Deferred Discount and the Additional Deferred Discount will be paid directly from amounts on deposit in the Trust Account or other amounts legally available thereforAccount, and the Company shall cause CST to pay the Deferred Discount and the Additional Deferred Discount by wire transfer of immediately available funds to the Representative in the same percentages Representative, on behalf of the total number of Offered Securities such Representative purchased and as set forth in Schedule A heretoUnderwriters. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and the Additional Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount and the Additional Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
Appears in 2 contracts
Samples: Underwriting Agreement (TKB Critical Technologies 1), Underwriting Agreement (TKB Critical Technologies 1)
Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 0.40 per Unit Class A Ordinary Share (including both Firm Securities and Optional Securities) purchased hereunder (the “Deferred Discount”). Upon consummation of the Business Combination, the The Deferred Discount will be paid directly from amounts on deposit in fully earned by each Underwriter upon the Trust Account or other amounts legally available therefor, and the Company shall cause CST to pay the Deferred Discount by wire transfer of immediately available funds to the Representative in the same percentages payment of the total number purchase price for the Securities purchased by such Underwriter on the closing of Offered Securities such Representative purchased this Offering (including payment of the purchase price of any Optional Securities) and as set forth in Schedule A heretowill be paid if and when the company consummates its Business Combination, without any further conditions. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
Appears in 2 contracts
Samples: Underwriting Agreement (Perceptive Capital Solutions Corp), Underwriting Agreement (Perceptive Capital Solutions Corp)
Delivery and Payment for the Offered Securities. (i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder hereunder, other than Units listed in Column A-2 of Schedule A hereto (the “Deferred Discount”). Upon consummation of the Business Combination, the Deferred Discount will be paid directly from amounts on deposit in the Trust Account or other amounts legally available thereforAccount, and the Company shall cause CST to pay the Deferred Discount by wire transfer of immediately available funds to the Representative Representatives in the same percentages of the total number of Offered Securities such Representative Representatives purchased and as set forth in Schedule A hereto. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Stockholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.
Appears in 1 contract
Samples: Underwriting Agreement (Bright Lights Acquisition Corp.)
Delivery and Payment for the Offered Securities. i) In addition to the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Optional Securities) purchased hereunder (the “Deferred Discount”). Upon consummation of the Business Combination, the The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account or other amounts legally available therefor, and the Company shall cause CST to pay the Deferred Discount by wire transfer of immediately available funds to if and when the Representative Company consummates a Business Combination, which shall be allocated ratably among the Underwriters in the same percentages proportion that the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Offered Securities such Representative purchased and as set forth in Schedule A heretoFirm Securities. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement Amended and Restated Memorandum and Articles of Association and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public StockholdersShareholders”), (x) the Underwriters will forfeit any rights or claims to the Deferred Discount and (y) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
Appears in 1 contract
Samples: Underwriting Agreement (GP-Act III Acquisition Corp.)