Fee on Business Combination. Upon consummation of a Business Combination, the Company and the Underwriters agree that in addition to the expenses payable pursuant to Section 3.13.1, the Company will pay to the Representative the Contingent Discount as set forth in Section 1.5 above.
Fee on Business Combination. Upon the consummation of a Business Combination, the Company agrees that it will pay to the Underwriters out of funds in the Trust Account delivered to the Company the deferred underwriting discounts and commissions deposited on the Closing Date into the Trust Account in an amount equal to (i) two percent (2%) of the gross proceeds from the sale of Units, minus (ii) amounts paid to public stockholders that redeem their shares of Common Stock for cash.
Fee on Business Combination. The Representative agrees that three percent (3%) of the gross proceeds from the sale of the Firm Units ($960,000) (an additional $144,000 if the over-allotment option is exercised in full) (the “Contingent Discount”) will be deposited in and held in the Trust Fund. Upon consummation of a Business Combination, the Company and the Underwriters further agree that in addition to the expenses payable pursuant to Sections 3.13.1 and 3.13.2, the Company will pay to the Representative an additional underwriting commission equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm Units and in each case in respect to any IPO Shares (defined in Section 7.6) which are not redeemed pursuant to Section 7.6 hereof. The Representative agrees that the Representative shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“Continental”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative agrees that (i) the Representative shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering. In addition, the Representative shall receive 36,000 shares of Common Stock of the Company upon the consummation of a Business Combination (the “Contingent Shares”).
Fee on Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the Contingent Underwriting Discount will be deposited in and held in the Trust Account. Upon consummation of a Business Combination, the Company further agrees that in addition to the expenses payable pursuant to Section 3.13.1, it will pay to the Underwriters the Contingent Underwriting Discount in respect to any IPO Shares (defined in Section 8.8) which are not converted pursuant to Section 8.8 hereof. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Underwriting Discount in respect of any IPO Shares that are converted pursuant to Section 8.8 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, the trustee of the Trust Account, commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Underwriting Discount, and (ii) the Contingent Underwriting Discount, together with all other amounts on deposit in the Trust Account, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.
Fee on Business Combination. Upon consummation of a Business Combination, the Company further agrees that in addition to the expenses payable pursuant to Sections 3.13.1 and 3.13.2, it will pay to the Representative an additional underwriting commission equal to two percent (2%) of the gross proceeds received by the Company from the sale of the Firm Units and the Option Units, if any.
Fee on Business Combination. Upon the consummation of the Company’s initial Business Combination, the Company agrees that it will pay to the Underwriters out of funds in the Trust Account delivered to the Company the deferred underwriting discount and commission deposited on the Closing Date into the Trust Account in an amount equal to three and one half percent (3.5%) of the sum of (x) the gross proceeds from the sale of Units (less such amount with respect to the Directed Units as described in the preliminary prospectus included in the Registration Statement at the time of effectiveness) minus (y) amounts paid to the public stockholders who convert their shares of Common Stock for cash.
Fee on Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that four percent (4%) of the gross proceeds from the sale of the Firm Units ($660,000) and five percent (5%) of the gross proceeds from the sale of any Option Units (an additional $123,750 if the over-allotment option is exercised in full) (the “Contingent Discount”) will be deposited in and held in the Trust Fund. Upon consummation of a Business Combination, the Company further agrees that in addition to the expenses payable pursuant to Sections 3.13.1 and 3.13.2, it will pay to the Underwriters an additional underwriting commission equal to (i) four percent (4%) of the gross proceeds received by the Company from the sale of the Firm Units, and (ii) five percent (5%) of the gross proceeds received by the Company from the sale of the Option Units, if any, and will pay to the Representative an additional placement fee equal to four percent (4%) of the gross proceeds received by the Company from the sale of the Placement Securities, in each case in respect to any IPO Shares (defined in Section 7.6) which are not redeemed pursuant to Section 7.6 hereof. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and American Stock Transfer & Trust Company (“AST”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.
Fee on Business Combination. Upon the consummation of its initial Business Combination, the Company agrees that it will pay to the Underwriters, out of funds in the Trust Account delivered to the Company, the Deferred Underwriting Discount. The payment shall be made by wire transfer to an account designated by the Representative on the closing date of the Business Combination. Payment of the Deferred Underwriting Discount will be made out of the proceeds of the offering of the Securities and the Private Placement 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
Fee on Business Combination. Upon consummation of a Business Combination, the Company further agrees that in addition to the fees and expenses payable pursuant to Sections 3.13.1 and 3.13.2, it will pay to the Representative the Deferred Discount, subject to Section 1.5 hereof.
Fee on Business Combination. Upon the consummation of its initial Business Combination, the Company agrees that it will pay to the Underwriters, out of funds in the Trust Account delivered to the Company, the Deferred Underwriting Discount. The payment shall be made by wire transfer to an account designated by the Representative on the closing date of the Business Combination. Payment of the Deferred Underwriting Discount will be made out of the proceeds of the offering of the Securities and the Private Placement 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 Underwriting Discount. If the Company fails to consummate a Business Combination within the required time period set forth in the Registration Statement, the Deferred Underwriting Discount will not be paid to the Underwriters and will, instead, be included in the liquidation distribution of the proceeds held in the Trust Account made to the holders of the IPO Shares (as defined in Section 3(u)). In connection with any such liquidation distribution, the Underwriters will forfeit any rights or claims to the Deferred Underwriting Discount, including any accrued interest thereon.
