Common use of Introductory Clause in Contracts

Introductory. Cascade Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 2 contracts

Samples: Underwriting Agreement (Cascade Acquisition Corp), Underwriting Agreement (Cascade Acquisition Corp)

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Introductory. Cascade UTA Acquisition Corp.Corporation, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto Credit Suisse Securities (collectively, USA) LLC (the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters Underwriter 20,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, The Firm Securities and the term Underwriter shall mean either Optional Securities are herein collectively called the singular or plural as the context requires. “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business dayBusiness Day, the following business dayBusiness Day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”). If the Detachment Date is earlier than the 52nd day following the date of the Prospectus, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued will issue a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 22, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade UTA Acquisition Holdings Sponsor LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In November 2021, our Sponsor submitted surrendered an aggregate of 1,437,500 Founder Shares for cancellation. Of no consideration, thereby reducing the remaining 5,750,000 Founder Shares, up to 750,000 aggregate number of Founder Shares outstanding to 5,750,000, 750,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 10,000,000 warrants (or up to 8,900,000 Warrants 11,200,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an “Insider Letter”aggregate monthly fee of $10,000 for certain office space, administrative and together, the “Insider Letters”)support services.

Appears in 2 contracts

Samples: Underwriting Agreement (UTA Acquisition Corp), Underwriting Agreement (UTA Acquisition Corp)

Introductory. Cascade Acquisition Corp.Reinvent Technology Partners Y, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 85,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 12,750,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half eighth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24October 7, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Reinvent Sponsor Y LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 2,875,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000. On February 10, 2021, the Company effected a share recapitalization resulting in the Sponsor holding 24,437,500 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), for an aggregate purchase price 3,187,500 of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 7,880,000 warrants (or up to 8,900,000 Warrants if warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 2.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.2 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersPromissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a Support Services Agreement, dated the date hereof (the “Support Services Agreement”), with Reinvent Capital LLC, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate annual fee of $1,875,000 for certain administrative and support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Reinvent Technology Partners Y), Underwriting Agreement (Reinvent Technology Partners Y)

Introductory. Cascade Live Oak Acquisition Corp., a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (such the “Units”). The 20,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business dayas defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)businesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Live Oak Acquisition Corp), Underwriting Agreement (Live Oak Acquisition Corp)

Introductory. Cascade Acquisition Corp.Tiziana Life Sciences plc, a Delaware corporation public limited company incorporated under the laws of England and Wales with registered number 03508592 (the “Company”), agrees with proposes to issue and sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several Underwriters underwriters named in Schedule I 1 attached hereto (collectively, the “Underwriters,” or, each, an “Underwriter”), for whom you an aggregate [●] American Depositary Shares (“ADSs”), each representing ten (10) ordinary shares, nominal value £0.03 each (the “RepresentativesOrdinary Shares”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm SecuritiesADSs) and ). The Company also proposes to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than 3,000,000 additional Units to cover over-allotments [●] ADSs (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)Option ADSs”). The shares of Common Stock Company also proposes to issue and Warrants included in sell to the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination Representative (as defined below) and/or its its designees (A) warrants to purchase ADSs (the “Representative’s Warrant”), and 12 months from the date (B) ADSs issuable upon exercise of the consummation Representative’s Warrant. The Firm ADSs and, if and to the extent such option is exercised, the Option ADSs are referred to herein as the “Offered Securities.” Unless context otherwise requires, each reference to the Firm ADSs, the Option ADSs and the Offered Securities herein also includes the Ordinary Shares represented by the ADSs. ThinkEquity, a division of Fordham Financial Management, Inc. is acting as representative of the Offering several Underwriters and terminating in such capacity is hereinafter referred to as the “Representative.” The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement, dated on or about the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation Closing Date (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementSection 3 hereof) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Deposit Agreement”), pursuant to which certain proceeds from among the sale of the Private Placement Warrants (Company, JPMorgan Chase Bank, N.A., as defined below) and certain proceeds of the Offering will be deposited and held in a trust account depositary (the “Trust AccountDepositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Option ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the benefit Depositary, which shall deliver such ADSs to the Representative for the account of the Company, the several Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect for subsequent delivery to the Warrants and other several Underwriters or the Private Placement Warrants with CSTinvestors, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that case may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)be.

Appears in 2 contracts

Samples: Underwriting Agreement (Tiziana Life Sciences PLC), Underwriting Agreement (Tiziana Life Sciences PLC)

Introductory. Cascade Acquisition Corp.Cxxxxxx Holdings, Inc. ("COMPANY"), a Delaware corporation corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the “Company”"CHARTER AMENDMENT"), agrees with an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the several Underwriters named in Schedule I hereto First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock (collectively, the “Underwriters”"COMMON STOCK"), for whom you (the “Representatives”) are acting of which 18,141,306 shares will be outstanding as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, at subject to the option terms of this Agreement, the applicable rules, regulations and interpretations of the UnderwritersNational Association of Securities Dealers, an aggregate of not more than 3,000,000 additional Units to cover over-allotments Inc. (the “Optional Securities” and"NASD") and all other applicable laws, together with the Firm Securities, the “Offered Securities”) as set forth belowrules and regulations. To the extent that there any such Reserved Shares are no not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional Underwriters listed on Schedule I other than youshares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the term Representatives as used herein shall mean youCompany and the Representative, as acting on behalf of the several Underwriters, and shall enter into an agreement substantially in the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 form of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class Exhibit A common stock, par value $0.0001 per share hereto (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”"PRICING AGREEMENT"). The shares Pricing Agreement may take the form of Common Stock an exchange of any standard form of written telecommunication between the Company and Warrants included the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Units Shares will not trade separately until be governed by this Agreement, as supplemented by the 52nd day following Pricing Agreement. From and after the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company execution and delivery of the proceeds of Pricing Agreement, this Agreement shall be deemed to incorporate the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesPricing Agreement. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, hereby confirms its agreement with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).follows:

Appears in 2 contracts

Samples: Clayton Holdings Inc, Clayton Holdings Inc

Introductory. Cascade Acquisition Corp.SC Health Corporation, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 15,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 2,250,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”)24 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof, with Continental American Stock Transfer & Trust Company (“CSTAST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which certain the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with CSTSC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24December 28, 2020 2018 (the “Founder’s Purchase Securities Subscription Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.0001 0.00008 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 2020, 25,000 (the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up ”). Up to 750,000 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Private Placement Warrants Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 5,000,000 Warrants (or up to 8,900,000 5,450,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereof, by and among between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with X.X. Xxxxxx Xxxxx Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (SC Health Corp), Underwriting Agreement (SC Health Corp)

Introductory. Cascade Acquisition Corp.Landcadia Holdings III, Inc., a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 50,000,000 units of the Company (such the “Units”). The 50,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 3,000,000 additional 7,500,000 Units as provided in Section 2. The additional 7,500,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jxxxxxxxx LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as Underwriters, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business dayas defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)businesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings III, Inc.)

Introductory. Cascade Acquisition Class Acceleration Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 22,500,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 3,375,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Offered Securities”) as set forth below). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder holder, upon exercise, to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereofClosing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24September 22, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Class Acceleration Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 6,468,750 shares of Class B common stock, par value $0.0001 per share, of the Company (including the shares of Common Stock issuable upon conversion thereof, the “Founder Shares”), ) for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 843,750 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement Closing Date (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 6,500,000 warrants (or up to 8,900,000 Warrants 7,175,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one share of Common Stock for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Registration and Stockholder Rights Agreement, to be dated as of the date hereofClosing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each to be dated as of the date hereofClosing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Class Acceleration Corp.), Underwriting Agreement (Class Acceleration Corp.)

Introductory. Cascade Chenghe Acquisition Corp.Co., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 10,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 1,500,000 additional Units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 23 to this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary share, par value $0.0001 per share share, of the Company (the Common StockClass A Ordinary Share”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Class A Ordinary Share (the “Warrant(s)”). The shares of Common Stock Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will beginbegin (unless the Representative informs the Company of its decision to allow earlier separate trading). No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24April 8, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLCChenghe Investment Co., a Delaware Cayman Islands exempted company with limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stockordinary shares, par value approximately $0.0001 0.003 per share, of the Company (the “Founder Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares), ) for an aggregate purchase price of $25,00025,000 . On October 6June 20, 20202021 and December 28, 2021, respectively, the Sponsor submitted surrendered and forfeited to us 1,437,500 Founder Shares for cancellation. Of no consideration, following which, the remaining 5,750,000 Sponsor held 4,312,500 Founder Shares. On March 29, 2022, the Sponsor further surrendered and forfeited to us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 2,875,000 founder shares, of which up to 750,000 375,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The On March 30, 2022, the Sponsor transferred an aggregate of 177,439 of its Founder Shares are substantially similar to the shares our independent director nominees and advisory board member, for their board and advisory services, in each case for no cash consideration. Out of Common Stock included these 177,439 Founder Shares transferred to our independent director nominees and advisory board member, 110,000 Founder Shares will not be subject to forfeiture in the Units except as described in event the Registration Statement, the Statutory Prospectus and the Prospectusunderwriters’ over-allotment option is not exercised. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 7,000,000 warrants (or up to 8,900,000 Warrants if 7,750,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one share Class A Ordinary Share at a price of Common Stock $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Warrant Agreement, Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and Warrants, the shares of Common Stock Class A Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nomineesnominees and members of the Company’s advisory board, in substantially the forms form filed as Exhibits 10.7 Exhibit 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note on April 8, 2021 (as amended on January 27, 2022) for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 and 10.8 Exhibit 10.9 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersPromissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2022 or the date of the closing of the Offering. The Company has entered into an Administrative Services Agreement, dated as of [ ], 2022 (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Company will pay to the Sponsor a monthly fee of up to $15,000 for office space, utilities, secretarial and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Chenghe Acquisition Co.), Underwriting Agreement (Chenghe Acquisition Co.)

Introductory. Cascade Kismet Acquisition Three Corp., a Delaware corporation blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 3,750,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Securities, being hereinafter called the “Offered Securities”) as set forth below). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share ordinary shares (the “Common StockClass A Ordinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder holder, upon exercise, to purchase one share of Common Stock Class A Ordinary Share (the “Warrant(s)”). The shares of Common Stock Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisitionshare reconstruction and amalgamation, stock purchasecontractual control arrangement with, reorganization purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.4 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Purchase Agreement, dated as of August 24September 21, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLCKismet Sponsor Limited, a Delaware business company with limited liability company incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 7,687,500 Class B common stock, par value $0.0001 per share, ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.003 per share (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 Founder 937,500 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Class B Ordinary Shares are substantially similar to the shares of Common Stock Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 4,666,667 warrants (or up to 8,900,000 Warrants 5,166,667 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one share of Common Stock Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and Stockholder one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties theretoSponsor, in substantially the form filed as Exhibit 10.2 10.5 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to Class A Ordinary Shares underlying the Private Placement Warrants) Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 Exhibit 10.2 and 10.8 Exhibit 10.3, respectively, to the Registration Statement Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (Kismet Acquisition Three Corp.), Underwriting Agreement (Kismet Acquisition Three Corp.)

Introductory. Cascade Z-Work Acquisition Corp., a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (such the “Units”). The 20,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”, “you” or “your”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day) day (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)businesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Z-Work Acquisition Corp.), Underwriting Agreement (Z-Work Acquisition Corp.)

Introductory. Cascade Artisan Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 4,500,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit unit (the “Units”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)Warrants”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesentities involving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24February 4, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Artisan LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 8,625,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6March 1, 20202021, the Sponsor submitted 1,437,500 Company issued an additional 1,500,000 Founder Shares for cancellationto the Sponsor in connection with the Forward Purchase Agreements (as defined below). Of the remaining 5,750,000 Founder Shares, up Up to 750,000 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. On March 1, 2021, the Sponsor transferred 750,000 Founder Shares to the Anchor Investors. On March 8, 2021, the Sponsor transferred an aggregate of 100,000 Founder Shares to the director nominees of the Company. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 5,333,333 Warrants (or up to 8,900,000 5,933,333 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share for $11.50 per share of Common Stock (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of March 1, 2021, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Aspex Forward Purchase Agreement”), with Aspex Master Fund (“Aspex”), and a separate Forward Purchase Agreement, dated as of March 1, 2021, in substantially the form filed as Exhibit 10.10 to the Registration Statement (the “PAG Forward Purchase Agreement” and, collectively with the Aspex Forward Purchase Agreement, the “Forward Purchase Agreements”), with Pacific Alliance Asia Opportunity Fund L.P. (“PAG” and collectively with Aspex, the “Anchor Investors”) pursuant to which the Anchor Investors agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $60,000,000 of units (the “Forward Purchase Securities”), each unit consisting of Ordinary Share (the “Forward Purchase Shares”) and one redeemable warrant (the “Forward Purchase Warrants”) to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Forward Purchase Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Shareholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (each an the Administrative Services Agreement” and, collectively with this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Forward Purchase Agreements, the Warrant Purchase Agreement, the Registration Rights Agreement and the Insider Letter”, and together, the “Insider LettersTransaction Documents”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will, subject to the terms of the Administrative Services Agreement, pay to an affiliate of the Sponsor, an aggregate monthly fee of $10,000 for office space, utilities, administrative and support services from the date that the Units are first listed on the Nasdaq Capital Market (“Nasdaq”) until the earlier of (x) the consummation of an initial Business Combination and (y) the Liquidation (as defined below).

Appears in 2 contracts

Samples: Underwriting Agreement (Artisan Acquisition Corp.), Underwriting Agreement (Artisan Acquisition Corp.)

Introductory. Cascade Bright Lights Acquisition Corp., a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (such the “Units”). The 20,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) and Moelis & Company LLC (“Moelis”) have agreed to act as set forth the representatives of the several Underwriters (together in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA hereto, the term Representatives “Representatives” as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Jefferies informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)businesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Bright Lights Acquisition Corp.), Underwriting Agreement (Bright Lights Acquisition Corp.)

Introductory. Cascade Liberty Media Acquisition Corp.Corporation, a Delaware corporation (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (together, the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 7,500,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 23 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s shares of Class Series A common stock, par value $0.0001 per share (the “Series A Common Stock”), and one-half fifth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Series A Common Stock (the “Warrant(s)”). The shares of Series A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (the “Detachment Date”) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Series A Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a the Company’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a U.S.-based trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to hereof (the Warrants and the Private Placement Warrants “Warrant Agreement”) with CST, as warrant agent, with respect to the Warrants, the Private Placement Warrants, the Forward Purchase Warrants (as defined below) and certain warrants of the Company that the Company may issue to Liberty Media Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Liberty Media Corporation or its other subsidiaries or the Company’s officers and directors upon conversion of working capital loans made by such parties to the Company (the “Working Capital Warrants”), in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Private Placement Warrants, the Forward Purchase Warrants and the Private Placement Working Capital Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24November 6, 2020 (the “Founder’s Purchase Founder Shares Subscription Agreement”), with Cascade Acquisition Holdings LLCthe Sponsor, a Delaware limited liability company (filed as Exhibit 10.5 to the “Sponsor”)Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 17,250,000 shares of Class Series F common stock, par value $0.0001 per share (the “Series F Common Stock”), of the Company, for an aggregate purchase price of $25,000 (including (a) the shares of the Company’s Series B common stock, par value $0.0001 per share (the “Series B Common Stock” and, together with the Series A Common Stock, the Series F Common Stock and the Company’s Series C common stock, par value $0.0001 per share, the “Common Stock”), issuable upon conversion of such Series F Common Stock and (b) the Company (Series A Common Stock issuable upon conversion of such Series B Common Stock, the “Founder SharesShare(s)”), for an aggregate purchase price of $25,000. On October 6, In November 2020, the Sponsor submitted 1,437,500 contributed an aggregate of 2,875,000 Founder Shares to the Company for cancellation. Of no consideration, which resulted in the remaining 5,750,000 Sponsor holding an aggregate of 14,375,000 Founder Shares, up with an effective purchase price of approximately $0.0017 per share. Up to 750,000 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are Series F Common Stock is substantially similar to the shares of Series A Common Stock included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 9,000,000 warrants (or up to 8,900,000 Warrants if 10,000,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised) at a price of $1.50 per warrant (the “Private Placement Warrant(s)”), each entitling the holder to purchase one share of Series A Common Stock (the “Private Placement Warrants”), for $1.00 11.50 per Private Placement Warrantshare. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.10 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of $250,000,000 of units (the “Forward Purchase Unit(s)”) at a purchase price of $10.00 per unit in a private placement that will close substantially concurrently with the closing of the Business Combination, each Forward Purchase Unit consisting of one share of Series B Common Stock (the “Forward Purchase Share(s)”) and Stockholder one-fifth of one redeemable warrant to purchase one share of Series A Common Stock (the “Forward Purchase Warrant(s)”). The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an Investor Rights Agreement, dated as of the date hereofhereof (the “Investor Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted (a) certain registration rights in with respect of the Private Placement Warrants and to the shares of Series A Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to Shares, the Private Placement Warrants, the Forward Purchase Warrants, any Working Capital Warrants and any shares of Series A Common Stock issuable upon (i) that may be issued upon exercise of the Private Placement Warrants, (ii) conversion of working capital loansthe Forward Purchase Shares, (iii) exercise of the Forward Purchase Warrants, and (iv) exercise of any Working Capital Warrants, and (b) certain preemptive rights to the Sponsor to maintain its proportionate equity interest in the Company by purchasing additional equity securities as a result of certain issuances by the Company. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.2 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (each an the Insider LetterPromissory Note). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a Services Agreement, dated the date hereof (the “Support Services Agreement”), with Liberty Media Corporation, in substantially the form filed as Exhibit 10.8 to the Registration Statement, and togethera Facilities Sharing Agreement, dated the date hereof (the “Insider LettersFacilities Sharing Agreement”), with Liberty Property Holdings, Inc. and Liberty Media Corporation, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Company will pay to Liberty Media Corporation and Liberty Property Holdings, Inc. an aggregate monthly fee of $91,666 for office space and certain administrative and support services. The Underwriters have agreed to reserve a portion of the Units to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in each of the Statutory Prospectus and the Prospectus under the heading “Underwriters” (the “Directed Units Program”). The Units to be sold by the Underwriters pursuant to the Directed Units Program, at the direction of the Company, are referred to hereinafter as the “Directed Units.” Any Directed Units not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Liberty Media Acquisition Corp), Underwriting Agreement (Liberty Media Acquisition Corp)

Introductory. Cascade Horizon Acquisition Corp.Corporation II, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 7,500,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Offered Securities”), subject to adjustment pursuant to Section 3(b) as set forth belowof this agreement (this “Agreement”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) ), unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereofClosing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 247, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Horizon II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 14,375,000 Class B common stockordinary shares, par value $0.0001 0.002 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020(including the Ordinary Shares issuable upon conversion thereof, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up ”). Up to 750,000 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercisedexercised or reduced pursuant to Section 3(b) hereof. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase purchase, subject to adjustment as provided therein, an aggregate of 8,000,000 Warrants warrants (or up to 8,900,000 Warrants 9,000,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Registration and Stockholder Shareholder Rights Agreement, to be dated as of the date hereofClosing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each to be dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.1 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to an “Insider Letter”affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, utilities, secretarial and together, the “Insider Letters”)administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Horizon Acquisition Corp II), Underwriting Agreement (Horizon Acquisition Corp II)

Introductory. Cascade Acquisition AEA-Bridges Impact Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you Credit Suisse Securities (the “Representatives”USA) LLC and Citigroup Global Markets Inc. are acting as representativesrepresentatives (“the Representatives”), to issue and sell to the several Underwriters 20,000,000 40,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 6,000,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereofClosing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 31, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 11,500,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6August 4, 2020, the Sponsor submitted 1,437,500 Founder Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares for cancellation. Of issuable upon conversion thereof, the remaining 5,750,000 Founder Shares”). In September 2020, up our sponsor transferred 25,000 Class B ordinary shares to 750,000 each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 11,000,000 warrants (or up to 8,900,000 Warrants 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Registration and Stockholder Shareholder Rights Agreement, to be dated as of the date hereofClosing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each to be dated as of the date hereofClosing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (AEA-Bridges Impact Corp.), Underwriting Agreement (AEA-Bridges Impact Corp.)

Introductory. Cascade Acquisition Corp.Digimarc Corporation, a Delaware corporation (the "Company), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, proposes to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (“Units”the "Underwriters") of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments __________ shares (the “Optional Securities” and, together with the "Firm Securities, the “Offered Securities”---------- Shares") as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockits Common Stock, par value $0.0001 0.001 per share (the "Common Stock”Shares"). In addition, the Company has granted to the Underwriters an option to purchase up to an additional __________ Common Shares (the "Option Shares") as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the "Shares". BancBoston Xxxxxxxxx Xxxxxxxx Inc., Xxxxxxxxx & Xxxxx LLC and U.S. Bancorp Xxxxx Xxxxxxx Inc., have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Shares. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. 333-87501), which contains a form of prospectus to be used in connection with the public offering and one-half sale of one redeemable warrantthe Shares. Such registration statement, where each whole warrant entitles as amended, including the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock financial statements, exhibits and Warrants included schedules thereto, in the Units will not trade separately until form in which it was declared effective by the 52nd day following Commission under the date Securities Act of 1933 and the Prospectus rules and regulations promulgated thereunder (or, if such date is not a business daycollectively, the following business day) unless "Securities Act"), including any information deemed to be a part thereof at the Representatives inform time of effectiveness pursuant to Rule 430A or Rule 434 under the Company of their decision to allow earlier separate tradingSecurities Act, subject to (a) is called the Company’s preparation of an audited balance sheet reflecting the receipt "Registration Statement". Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the proceeds Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offering (as defined below)Shares, (b) is called the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)"Prospectus"; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”)has, with the Sponsorconsent of BancBoston Xxxxxxxxx Xxxxxxxx Inc., pursuant elected to which rely upon Rule 434 under the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full)Securities Act, each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).the

Appears in 2 contracts

Samples: Underwriting Agreement (Digimarc Corp), Underwriting Agreement (Digimarc Corp)

Introductory. Cascade Horizon Acquisition Corp.Corporation, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 7,500,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Offered Securities”), subject to adjustment pursuant to Section 3(b) as set forth belowof this agreement (this “Agreement”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) ), unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereofClosing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 2, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Horizon Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 14,375,000 Class B common stockordinary shares, par value $0.0001 0.002 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020(including the Ordinary Shares issuable upon conversion thereof, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up ”). Up to 750,000 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercisedexercised or reduced pursuant to Section 3(b) hereof. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase purchase, subject to adjustment as provided therein, an aggregate of 8,000,000 Warrants warrants (or up to 8,900,000 Warrants 9,000,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Registration and Stockholder Shareholder Rights Agreement, to be dated as of the date hereofClosing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each to be dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.1 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to an “Insider Letter”affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, utilities, secretarial and together, the “Insider Letters”)administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Horizon Acquisition Corp), Underwriting Agreement (Horizon Acquisition Corp)

Introductory. Cascade Kismet Acquisition Two Corp., a Delaware corporation blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than to purchase up to 3,000,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Securities, being hereinafter called the “Offered Securities”) as set forth below). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share ordinary shares (the “Common StockClass A Ordinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder holder, upon exercise, to purchase one share of Common Stock Class A Ordinary Share (the “Warrant(s)”). The shares of Common Stock Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisitionshare reconstruction and amalgamation, stock purchasecontractual control arrangement with, reorganization purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.4 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Purchase Agreement, dated as of August 24September 21, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLCKismet Sponsor Limited, a Delaware business company with limited liability company incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 4,812,500 Class B common stock, par value $0.0001 per share, ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, for 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate purchase price of $25,0006,250,000 Class B Ordinary Shares. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 Founder Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Class B Ordinary Shares are substantially similar to the shares of Common Stock Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 4,000,000 warrants (or up to 8,900,000 Warrants 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one share of Common Stock Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and Stockholder one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties theretoSponsor, in substantially the form filed as Exhibit 10.2 10.5 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to Class A Ordinary Shares underlying the Private Placement Warrants) Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 Exhibit 10.2 and 10.8 Exhibit 10.3, respectively, to the Registration Statement Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (Kismet Acquisition Two Corp.), Underwriting Agreement (Kismet Acquisition Two Corp.)

Introductory. Cascade Magnum Opus Acquisition Corp.Limited, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesthe representative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)) ; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management investment management trust agreement, dated the date hereof (the “Trust Agreement, dated as of the date hereof”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a warrant agreement, dated the date hereof (the “Warrant Agreement, dated as of the date hereof”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreementsecurities subscription agreement, dated as of August 24January 26, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Magnum Opus Holding LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 5,750,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the Sponsor Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares exercised for an aggregate purchase price of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus$25,000. The Company has entered into a Private Placement Warrants Purchase Agreementprivate placement warrants purchase agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 6,000,0000 warrants (or up to 8,900,000 Warrants if 6,600,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in full)exercised) at a price of $1.00 per Private Placement Warrant, each entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), ) for $1.00 11.50 per Private Placement Warrantshare. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a registration and shareholder rights agreement, dated the date hereof (the “Registration and Stockholder Rights Agreement, dated as of the date hereof”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares and the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nomineesnominees and member of the Company’s advisory board, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.1 to the Registration Statement. The Company will enter into an administrative services agreement, to be dated no later the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for office space, utilities, secretarial and administrative support services from the Closing Date until the earlier of (each x) the consummation of an “Insider Letter”, initial Business Combination and together, (y) the liquidation of the Company in accordance with the Company’s Amended and Restated Memorandum and Articles of Association if the Company fails to consummate a Business Combination within the time period indicated in the Company’s Amended and Restated Memorandum and Articles of Association (the “Insider LettersLiquidation”).

Appears in 2 contracts

Samples: Underwriting Agreement (Magnum Opus Acquisition LTD), Underwriting Agreement (Magnum Opus Acquisition LTD)

Introductory. Cascade Tekkorp Digital Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several Underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 25,000,000 units of the Company (such the “Units”), including 2,000,000 Units being hereinafter that may be purchased in the Offering (as defined below) by Xxxxxx Xxxxxx and/or an entity affiliated with Xx. Xxxxxx (the “Xxxxxx Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 3,000,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies,” “you” or “your”) has agreed to act as set forth below. To representative of the extent that there are no additional several Underwriters listed on Schedule I other than you(in such capacity, the term Representatives “Representative”) in connection with the offering of the Offered Securities for sale to the public as used herein shall mean you, contemplated in the IPO Prospectus (as Underwriters, and defined below) (the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this AgreementOffering”). Each Unit consists of one Class A ordinary share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Common StockOrdinary Share”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder thereof to purchase one share of Common Stock Ordinary Share (the “Warrant(s)Public Warrants”). The shares of Common Stock Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day) day (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of Ordinary Share for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)businesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Tekkorp Digital Acquisition Corp.), Underwriting Agreement (Tekkorp Digital Acquisition Corp.)

Introductory. Cascade Revolution Acceleration Acquisition Corp.Corp II, a Delaware corporation (the “Company”), agrees with the several Underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 25,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 3,000,000 3,750,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requiresUnderwriter. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares share of Class A common stock, par value $0.0001 per share share, of the Company (the “Common StockClass A Share(s)”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder thereof to purchase one share of Common Stock Class A Share (the “Warrant(s)”). The shares of Common Stock Class A Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Class A Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24February 5, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings RAAC Management II LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 3,833,333 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), and 5,750,000 shares of Class C common stock, par value $0.0001 per share, of the Company (the “Founder Alignment Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Up to 500,000 of Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to and 750,000 Founder of Alignment Shares are subject to forfeiture forfeiture, depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Founder Shares and the Alignment Shares are substantially similar to the shares of Common Stock Class A Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 3,500,000 warrants (or up to 8,900,000 Warrants 3,875,000 warrants if the Underwriter’s over-allotment option is exercised in full), each entitling the holder thereof to purchase one share of Common Stock Class A Share (the “Private Placement Warrants”), for a purchase price of $1.00 2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Class A Shares underlying the Founder Shares, the Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain letter agreementsa Letter Agreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among each of the Sponsor and each of the Company’s officers, directors and director nomineesother parties thereto, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.2 to the Registration Statement. The Company has entered into an Support Services Agreement, dated the date hereof (the “Support Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to the Sponsor an “Insider Letter”aggregate monthly fee of $20,000 for certain office space, administrative and together, the “Insider Letters”)support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Revolution Acceleration Acquisition Corp II), Underwriting Agreement (Revolution Acceleration Acquisition Corp II)

Introductory. Cascade VPC Impact Acquisition Corp.Holdings, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several Underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (such the “Units”). The 20,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Common Stock Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business dayas defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of Ordinary Share for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)businesses.

Appears in 2 contracts

Samples: Underwriting Agreement (VPC Impact Acquisition Holdings), Underwriting Agreement (VPC Impact Acquisition Holdings)

Introductory. Cascade Acquisition Corp.Auris Medical Holding Ltd., a Delaware corporation an exempted company limited by shares incorporated in Bermuda (the “Company”), agrees with proposes to issue and sell to A.G.P./Alliance Global Partners, as the representative (the “Representative”) of the several Underwriters underwriters, if any, named in Schedule I hereto (each an “Underwriter” and collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A [ ] common stockshares, par value $0.0001 CHF 0.40 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over[ ] pre-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement funded warrants (the “Warrant Subscription AgreementPre-Funded Warrants”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the overeach Pre-allotment option is exercised in full), each Funded Warrant entitling the its holder to purchase one Share, and [ ] common share of Common Stock purchase warrants (the “Private Placement Warrants”), for $1.00 per Private Placement Warranteach Warrant entitling its holder to purchase [ ] of a Share. The Private Placement [ ] Shares to be sold by the Company are called the “Firm Shares,” the [ ] Pre-Funded Warrants are substantially similar to called the “Firm Pre-Funded Warrants” and the [ ] Warrants included in are called the Units, except as described in the Registration Statement“Firm Warrants”. The Firm Shares, the Statutory Prospectus Firm Pre-Funded Warrants and the Prospectus. The Firm Warrants to be sold by the Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (are collectively called the “Registration Rights Agreement”)Firm Securities.” In addition, pursuant to which the Company has granted certain registration rights to the Underwriters an option to purchase up to an additional [ ] Shares (“Option Shares”) and/or [ ] Warrants (“Option Warrants”), each Option Warrant entitling its holder to purchase [ ] of a Share, as provided in respect of Section 2. The Option Shares and/or Option Warrants to be sold by the Private Placement Company pursuant to such option are, collectively called the “Optional Securities.” The Shares underlying the Firm Warrants, the Firm Pre-Funded Warrants and the shares of Common Stock underlying Option Warrants are collectively called the Founder Shares “Warrant Shares.” The Firm Securities and, if and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and togetherextent such option is exercised, the Optional Securities are collectively called the Insider LettersOffered Securities.).

Appears in 2 contracts

Samples: Underwriting Agreement (Auris Medical Holding Ltd.), Underwriting Agreement (Auris Medical Holding Ltd.)

Introductory. Cascade Acquisition Corp., a Delaware corporation (Subject to the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectivelyterms and conditions contained herein, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Underwriters 1,200,000 Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered SecuritiesUnits”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 consisting of this agreement (this “Agreement”). Each Unit consists of one of the Company’s 1,200,000 shares of Class A common stock, par value $0.0001 per share stock (the “Common Stock”) and 1,200,000 redeemable warrants to purchase Common Stock (the “Warrants”). The Common Stock and Warrants shall be offered and sold together as Units and the Units will be traded on the American Stock Exchange. Until notice is given by the Company (“Notice of Separation”) to holders of the Units and to the American Stock Exchange at which time the Units will be deemed separated and the Common Stock and Warrants shall thereafter be traded only on a separate basis. The separation of the Units into shares of Common Stock and Warrants will occur upon the earlier of one year from the date of this Agreement or 30 days after such Notice of Separation is given. However, the Company shall not allow separation of the Units until the earlier to occur of 60 days immediately following the date of this Agreement or exercise by the Underwriters of their entire overallotment option described below. For the purpose of this Agreement, references hereinafter to Units, Common Stock and Warrants shall sometimes be referred to as the “Securities” where appropriate. In addition, solely for the purpose of covering over-allotments, the Company grants to the Representatives options to purchase up to an additional 180,000 Units (the “Additional Securities”), which options to purchase shall be exercisable, in whole or in part, from time to time during the sixty (60) day period commencing on the date on which the Registration Statement (as hereinafter defined) is initially declared effective (the “Effective Date”) by the Securities and one-half of one redeemable warrant, where each whole warrant entitles Exchange Commission (the “Commission”). Each Warrant will entitle the holder to purchase one share of Common Stock (a “Warrant Share”) at a price equal to 120% of the “Warrant(s)”). The shares offering price of Common Stock and Warrants included in the Units will not trade separately until during the 52nd day following the date four year exercise period of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate tradingWarrants, subject to (a) the Company’s preparation right of an audited balance sheet reflecting the receipt redemption. The Warrants may be redeemed by the Company commencing one year from the Effective Date of the proceeds of the Offering (as defined below)Registration Statement upon at least 30 days prior written notice, (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each in whole Warrant entitles its holderbut not in part, upon exercise, to purchase one share of Common Stock at a price of $11.50 0.10 per share, subject to adjustment, Warrant provided the closing bid price for the Company’s Common Stock is at least 160% of the offering price of the Units during each day of the period commencing on twenty (20) trading days immediately preceding the later of 30 days after the completion date of the Company’s initial Business Combination (as defined below) and 12 months from the date written notice of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to notice of any such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the Warrant Agreement (as defined below), a fractional Warrant may not Warrants shall be exercised, so that only a whole number of Warrants may be exercised at any given time governed by a holder thereof. As used herein, warrant agreement between the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement its transfer agent (the “Warrant Agreement”), pursuant which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to which CST will act as warrant agent in connection with the issuanceRepresentatives. The Units, registrationCommon Stock, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Additional Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as more fully described in the Registration Statement, the Statutory Prospectus and the Prospectusreferred to below. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 All references to the Registration Statement (the “Warrant Subscription Agreement”)Company below shall be deemed to include, with the Sponsorwhere appropriate, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officerssubsidiaries, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)if any.

Appears in 2 contracts

Samples: Underwriting Agreement (Arena Resources Inc), Underwriting Agreement (Arena Resources Inc)

Introductory. Cascade AP Acquisition Corp.Corp, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with proposes to sell to you and, as applicable, to the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 15,000,000 units (the “Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 2,250,000 additional Units to cover over-allotments allotments, if any (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, dated effective as of the date hereofClosing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, dated effective as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereofhereof (the “Warrant Subscription Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the SponsorStatement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 9,500,000 warrants (or up to 8,900,000 Warrants 10,625,000 warrants if the Underwriters’ over-allotment option is exercised in full)) at a price of $1.00 per Private Placement Warrant, each entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), ) for $1.00 11.50 per Private Placement Warrantshare. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights AgreementCompany, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nomineesnominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for office space and secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (AP Acquisition Corp), Underwriting Agreement (AP Acquisition Corp)

Introductory. Cascade Acquisition Corp.Horizon Pharma, Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, proposes to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s [ ] shares of Class A its common stock, par value $0.0001 per share (the “Common StockShares). The [ ] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ ] Shares as provided in Section 2. The additional [ ] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”), Xxxxx and one-half Company, LLC (“Cowen”) and JMP Securities LLC (“JMP”) have agreed to act as representatives of one redeemable warrantthe several Underwriters (in such capacity, where each whole warrant entitles the holder to purchase one share “Representatives”) in connection with the offering and sale of Common Stock the Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Warrant(sCommission”) a registration statement on Form S-1 (File No. 333-168504), which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The shares of Common Stock preliminary prospectus dated [ ], 2011 describing the Offered Shares and Warrants included in the Units will not trade separately until offering thereof is called the 52nd day following “Preliminary Prospectus,” and the date Preliminary Prospectus and any other preliminary prospectus that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); providedis called a “preliminary prospectus.” The prospectus, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).form

Appears in 2 contracts

Samples: Underwriting Agreement (Horizon Pharma, Inc.), Underwriting Agreement (Horizon Pharma, Inc.)

Introductory. Cascade World Quantum Growth Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters Underwriter 20,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriter an option of the Underwriters, an aggregate of not more than to purchase up to 3,000,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Securities, being hereinafter called the “Offered Securities”) as set forth below). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K 8‑K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereofClosing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24March 15, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade World Quantum Growth Acquisition Holdings LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 8,625,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 6July 22, 20202021, the Sponsor submitted 1,437,500 irrevocably surrendered 2,875,000 Founder Shares for cancellation. Of to the remaining Company, resulting in an aggregate of 5,750,000 Founder Shares, up Shares outstanding. Up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 8,500,000 warrants (or up to 8,900,000 Warrants 9,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Registration and Stockholder Shareholder Rights Agreement, to be dated as of the date hereofClosing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each to be dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereof (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (World Quantum Growth Acquisition Corp.), Underwriting Agreement (World Quantum Growth Acquisition Corp.)

Introductory. Cascade ION Acquisition Corp.Corp 2 Ltd., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 22,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 3,300,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, The Firm Securities and the term Underwriter shall mean either Optional Securities are herein collectively called the singular or plural as the context requires. “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half eighth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the a Warrant(s)Warrant”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24December 1, 2020 (the “Founder’s Purchase Founder Shares Subscription Agreement”), with Cascade Acquisition ION Holdings LLC2, LP, a Delaware Cayman Islands exempted limited liability company partnership (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 5,750,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), 750,000 of which were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. On October 6January 14, 20202021, the Company effected a share capitalization of 575,000 shares resulting in the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 holding 6,325,000 Founder Shares, up to 750,000 Founder Shares 825,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 6,400,000 warrants (or up to 8,900,000 Warrants if 7,060,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into separate Forward Purchase Agreements (together, the “Forward Purchase Agreements”), dated as of January 26, 2021, with (i) The Phoenix Insurance Company Ltd., a company incorporated in Israel (“Phoenix”), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Israel and an affiliate of Phoenix, and The Phoenix Excellence Pension and Provident Fund Ltd., a company incorporated in Israel and an affiliate of Phoenix (Phoenix and its affiliates collectively referred to herein as the “Phoenix Investors”), and (ii) ION Crossover Partners LP (“ION Crossover” and, together with the Phoenix Investors, the “Forward Purchase Investors”), in each case, substantially in the forms filed as Exhibits 10.9 and 10.11, respectively, to the Registration Statement. Pursuant to the Forward Purchase Agreements, the Phoenix Investors and the ION Crossover agreed, in each case, to purchase, on a private placement basis substantially concurrently with the closing of the initial Business Combination, up to 3,500,000 Ordinary Shares and 1,500,000 Ordinary Shares, respectively (the “Forward Purchase Shares”). The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor Sponsor, the Forward Purchase Investors and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants Warrants, the Forward Purchase Shares and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersPromissory Note”). The Promissory Note will be payable on the earlier to occur of June 30, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative Services Agreement, dated the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to the Sponsor a fee of up to $10,000 per month for office space, utilities and administrative and support services.

Appears in 2 contracts

Samples: Underwriting Agreement (ION Acquisition Corp 2 Ltd.), Underwriting Agreement (ION Acquisition Corp 2 Ltd.)

Introductory. Cascade Acquisition Corp.Forum Merger IV Corporation, a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 30,000,000 units of the Company (such the “Public Units”). The 30,000,000 Public Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 3,000,000 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as set forth the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Public Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustmentadjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)businesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Forum Merger IV Corp), Underwriting Agreement (Forum Merger IV Corp)

Introductory. Cascade Acquisition Corp.TKB Critical Technologies 1, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several Underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (such the “Units”). The 20,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jxxxxxxxx LLC (“Jefferies”) has agreed to act as set forth below. To the extent that there are no additional representative of the several Underwriters listed on Schedule I other than you(in such capacity, the term Representatives “Representative”) in connection with the offering of the Offered Securities for sale to the public as used herein shall mean you, contemplated in the Prospectus (as Underwriters, and defined below) (the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this AgreementOffering”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the Common StockClass A Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one share of Common Stock Class A Ordinary Share (the “Public Warrant(s)”). The shares of Common Stock Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business dayas defined below) (unless the Representatives inform Jefferies informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary share of Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 2 contracts

Samples: Underwriting Agreement (TKB Critical Technologies 1), Underwriting Agreement (TKB Critical Technologies 1)

Introductory. Cascade Acquisition Social Capital Hedosophia Holdings Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 7,5000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”)20 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 or twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof[•], 2017, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which certain the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof[•], 2017, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24May 10, 2020 2017 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLCSCH Sponsor Corp., a Delaware limited liability Cayman Islands exempted company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 14,375,000 Class B common stockordinary shares, par value $0.0001 per shareshare (“Class B Shares”), of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6May 18, 20202017, the Sponsor submitted 1,437,500 Founder surrendered 2,875,000 Class B Shares for cancellation. Of no value, and on August 23, 2017 the remaining 5,750,000 Company approve ashore capitalizations, resulting in an aggregate of 14,375,000 Class B Shares outstanding and held by the Sponsor as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), up to 750,000 Founder Shares 1,875,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated effective as of the date hereof[•], in substantially the form filed as Exhibit 10.3 to the Registration Statement 2017 (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants warrants (or up to 8,900,000 Warrants 9,000,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof[•], 2017, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereof[•], 2017, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in the form filed as Exhibit 10.2 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of [•], 2017, with an affiliate of the Sponsor, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Social Capital Hedosophia Holdings Corp.)

Introductory. Cascade Acquisition Corp., Xyratex Ltd a Delaware corporation Bermuda company (the "Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”") are acting as representatives, proposes to issue and sell to the several Underwriters 20,000,000 units • of its Common Shares, par value $0.01 per share (“Units”the "Securities") and Xtx Jersey Limited ("XTX") and the shareholders listed in Schedule A hereto (the "Other Shareholders", and, together with XTX, the "Selling Shareholders") propose to sell an aggregate of the Company • Securities (such Units • Securities being hereinafter called referred to as the "Firm Securities”) and "). The Selling Shareholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no below (such • additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural Securities being hereinafter referred to as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”"Optional Securities"). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". Upon the effectiveness of a Scheme of Arrangement (the "Scheme") which is expected to be sanctioned by the High Court of Justice of England and Wales (the "High Court") pursuant to Section 425 of the Companies Xxx 0000, if the Company will become the parent company of Xyratex Group Limited, a company organized under the laws of England and when issuedWales ("XGL") and its subsidiaries (together, the "Xyratex Group"). The effect of these transactions will be to complete the redomiciliation of the Xyratex Group from the United Kingdom to Bermuda. Under the Scheme, (i) all of the issued and outstanding shares of XGL will be cancelled; (ii) each holder thereof will be allotted Common Shares of the Company and (iii) XGL will issue new ordinary shares to the Company credited as fully paid. Following approval by XGL's shareholders on March 25, 2004 and hearings on April 20, 2004 and • 2004 before the High Court, the High Court issued court orders (i) sanctioning the Scheme and (ii) approving the reduction of capital of XGL (collectively, the "Court Orders"). The Scheme will become effective at such time as XGL delivers and registers the Court Orders with the Registrar of Companies in Cardiff. The transactions giving effect to the Scheme, including the delivery and registration of the Court Orders, are referred to in this Agreement as the "Redomiciliation Transactions". The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection Selling Shareholders hereby agree with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated several Underwriters named in Schedule B hereto ("Underwriters") as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).follows:

Appears in 2 contracts

Samples: Xyratex LTD, Xyratex LTD

Introductory. Cascade Acquisition Corp.Reinvent Technology Partners Z, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fifth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24October 7, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Reinvent Sponsor Z LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 5,750,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the Ordinary Shares issuable upon conversion thereof, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares”), up to 750,000 Founder Shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 4,000,000 warrants (or up to 8,900,000 Warrants if 4,400,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.2 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersPromissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a Support Services Agreement, dated the date hereof (the “Support Services Agreement”), with Reinvent Capital LLC, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate annual fee of $625,000 for certain administrative and support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Reinvent Technology Partners Z), Underwriting Agreement (Reinvent Technology Partners Z)

Introductory. Cascade EdtechX Holdings Acquisition Corp.Corp. II, a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 10,000,000 units of the Company (such the “Units”). The 10,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 3,000,000 additional 1,500,000 Units as provided in Section 2. The additional 1,500,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business dayas defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant warrant may not be exercised, so that only a whole number of Warrants Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 2 contracts

Samples: Underwriting Agreement (EdtechX Holdings Acquisition Corp. II), Underwriting Agreement (EdtechX Holdings Acquisition Corp. II)

Introductory. Cascade Acquisition Corp.Tiziana Life Sciences plc, a Delaware corporation public limited company incorporated under the laws of England and Wales with registered number 03508592 (the “Company”), agrees with proposes to issue and sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several Underwriters underwriters named in Schedule I A hereto (collectively, the “Underwriters,” or, each, an “Underwriter”), for whom you an aggregate [●] American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “RepresentativesOrdinary Shares”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm SecuritiesADSs) and ). The Company also proposes to issue and sell to the Underwriters, at upon the terms and conditions set forth in Section 3 hereof, up to an additional [●] ADSs (the “Optional ADSs”). The ADSs and, if and to the extent such option is exercised, the Optional ADSs are referred to herein as the “Offered Securities.” Unless context otherwise requires, each reference to the Firm ADSs, the Optional ADSs and the Offered Securities herein also includes the Ordinary Shares represented by the ADSs. Xxxxxxx & Company (UK) Ltd. is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement, dated on or about the Closing Date (as defined in Section 3 hereof) (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust AccountCustodian”) for the benefit Depositary, which shall deliver such ADSs to the Representative for the account of the Company, the several Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect for subsequent delivery to the Warrants and other several Underwriters or the Private Placement Warrants with CSTinvestors, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that case may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)be.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Tiziana Life Sciences PLC)

Introductory. Cascade Authentic Equity Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several Underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (such the “Units”). The 20,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC and BMO Capital Markets Corp. have agreed to act as Representatives of the several Underwriters (together in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as set forth contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representatives” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the ( Common StockClass A Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one share of Common Stock Class A Ordinary Share (the “Public Warrant(s)”). The shares of Common Stock Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of Class A Ordinary Share for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)businesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Authentic Equity Acquisition Corp.), Underwriting Agreement (Authentic Equity Acquisition Corp.)

Introductory. Cascade LF Capital Acquisition Corp.Corp. II, a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters listed on Schedule A hereto (the UnitsUnderwriters”) an aggregate of 22,500,000 units of the Company (such the “Units”). The 22,500,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 3,000,000 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jxxxxxxxx LLC (“Jefferies”) has agreed to act as set forth the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA hereto, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) day (unless the Representatives inform Jefferies informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustmentadjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 2 contracts

Samples: Underwriting Agreement (LF Capital Acquisition Corp. II), Underwriting Agreement (LF Capital Acquisition Corp. II)

Introductory. Cascade Acquisition Corp.One Madison Corporation, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell grant to the Underwriters, at Underwriters the option to purchase up to 4,500,000 additional units of the Underwriters, an aggregate of not more than 3,000,000 additional Units Company to cover over-allotments allotments, if any (the “Optional Securities” and”), together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”)20 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 or twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof[·], 2018, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain the proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof[·], 2018, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 18, 2020 2017, as amended on December 1, 2017 (the “FounderSponsor’s Purchase Agreement”), with Cascade Acquisition Holdings One Madison Group, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 8,625,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Sponsor Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Strategic Partnership Agreement, dated as of the date hereofDecember 15, in substantially the form filed as Exhibit 10.3 to the Registration Statement 2017 (the “Warrant Subscription Strategic Partnership Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants BSOF Master Fund L.P., a Cayman Islands exempted limited partnership (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the Private Placement WarrantsBSOF I”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the UnitsBSOF Master Fund II L.P., except as described in the Registration Statementa Cayman Island exempted limited partnership (together with BSOF I, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the Registration Rights AgreementBlackstone Entities”), pursuant to which the Company has granted certain registration rights in respect Sponsor transferred an aggregate of the Private Placement Warrants and the shares of Common Stock underlying the 525,000 Sponsor Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)Blackstone Entities.

Appears in 1 contract

Samples: Underwriting Agreement (One Madison Corp)

Introductory. Cascade Primavera Capital Acquisition Corp.Corporation, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 36,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 5,400,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Primavera Capital Acquisition Holdings LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 8,625,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6January 21, 20202021, the Company effected a share capitalization resulting in an aggregate of 10,350,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof and excluding the 2,000,000 additional Class B ordinary shares issued in connection with the Forward Purchase Agreements as described below, the “Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares”), up to 750,000 Founder Shares 1,350,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 9,200,000 warrants (or up to 8,900,000 Warrants if 10,280,00 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in full)exercised) at a price of $1.00 per Private Placement Warrant, each entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), ) for $1.00 11.50 per Private Placement Warrantshare. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into Forward Purchase Agreements (collectively, the “Forward Purchase Agreements”) with certain investors (the “Anchor Investors”) providing for the sale of 8,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 2,000,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Units”), for an aggregate purchase price of $80,000,000, or $10.00 per Forward Purchase Share, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Company has also issued 2,000,000 additional Class B ordinary shares to the Sponsor, which represents the adjustment to the ratio applicable to the conversion of the Class B ordinary shares that the Sponsor would have been entitled to at the closing of the initial Business Combination as a result of the issuance of 8,000,000 additional Class A ordinary shares under the Forward Purchase Agreements. As an inducement to the Anchor Investors to enter into the Forward Purchase Agreements, the Sponsor transferred an aggregate of 1,000,000 Class B ordinary shares of the Company to the Anchor Investors for no consideration prior to the date hereof (the “Forward Purchase Anchor Shares,” and collectively with the Sponsor Founder Shares, the “Founder Shares”). The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. Pursuant to the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.1 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to the Sponsor an “Insider Letter”aggregate monthly fee of $10,000 for office space, utilities, secretarial and together, the “Insider Letters”)administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Primavera Capital Acquisition Corp.)

Introductory. Cascade CBRE Acquisition Corp.Holdings, Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units 35,000,000 SAILSM (“Units”Stakeholder Aligned Initial Listing) securities of the Company (such Units said SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 5,250,000 additional Units SAILSM securities of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 23 to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) ), unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the SAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (CBRE Acquisition Holdings, Inc.)

Introductory. Cascade Osprey Technology Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 27,500,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 4,125,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereofOctober 31, 2019, with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereofOctober 31, 2019, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreementsold to Osprey Sponsor II, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 7,906,250 shares of Class B common stock, par value $0.0001 per share, of the Company (including the Class A Common Stock issuable upon conversion thereof, the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Class A Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereofOctober 31, in substantially the form filed as Exhibit 10.3 to the Registration Statement 2019 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 7,500,000 warrants (or up to 8,900,000 Warrants 8,325,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofOctober 31, 2019, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofOctober 31, 2019, by and among the Sponsor and each of the Company’s officers, directors directors, and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.4 to the Registration Statement (each an the “Insider Letter”). The Company has entered into an Administrative Services Agreement, and togetherdated as of October 31, 2019, with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Insider LettersAdministrative Services Agreement”), pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for office space, utilities, secretarial support and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Osprey Technology Acquisition Corp.)

Introductory. Cascade Acquisition Corp.Handheld Entertainment, Inc., a Delaware corporation (the "Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”") are acting as representatives, proposes to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule I (the "Underwriters") an aggregate of up to [_________] Units (the "Firm Units") each unit ("Unit") comprised of one share ("Share") of the Company's Common Stock, par value $0.0001 per share (the "Common Stock") and one redeemable warrant (the "Warrant"). The aforesaid Units Shares and Warrants are together referred to as the "Firm Securities." Until notice is given by the Company ("Notice of Separation") to holders of the Units and the Nasdaq Stock Market, the Common Stock and the Warrants will be traded only as Units. The Notice of Separation will provide a date that the Units will separate (the "Separation Date"). On the Separation Date, the Units will be deemed separated and the Common Stock and Warrants shall thereafter be traded only on a separate basis. The separation of the Units into Common Stock and Warrants are to occur (i) ninety (90) days from the date of this Agreement or (ii) such date shall be determined by the Representatives. The Warrants are to be issued under the terms of the Warrant Agreement (the "Warrant Agreement") by and between the Company and [_____________________] (the "Warrant Agent"), in substantially the form most recently filed as an exhibit to the Registration Statement (as hereinafter defined). Each Warrant entitles the holder to exercise it to purchase one (1) Share of Common Stock at an exercise price equal to [____]% of the public offering price of a Firm Unit during the period commencing on the Separation Date and terminating on the 5TH year anniversary of the effective date of the Registration Statement. The Warrants shall be redeemable by the Company on thirty (30) days prior written notice at a price of $.0001 per Warrant provided (i) that the Warrants are exercisable; (ii) the Shares are subject of an effective registration permitting their sale under the Securities Act (as hereinafter defined); and (iii) the closing sale price of the Common Stock equal or exceeds 175% of the offering price of the Units being hereinafter for twenty (20) consecutive trading days provided such notice of redemption is delivered no later than thirty (30) days prior to such twenty (20) trading day period. In addition, the Company has granted to the Underwriters an option to purchase up to an additional [________] Units (the "Optional Units"), as provided in Section 2. The Firm Units and, if and to the extent such option is exercised, the Optional Units are collectively called the "Units." The Firm Units and the Optional Units are hereinafter referred to as the "Units" and the Units and the Shares and Warrants included in the Units are hereinafter collectively referred to as the "Securities." Newbridge Securities Corporation ("Newbridge") and also proposes Pali Capital, Inc. ("Pali") have agreed to issue and sell to the Underwriters, at the option act as representatives of the Underwritersseveral Underwriters (in such capacity, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together "Representatives") in connection with the Firm Securities, offering and sale of the “Offered Securities”) as set forth belowUnits. To the extent that there are no additional The terms Representatives and Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one The Company understands that the Underwriters propose to undertake a public offering of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number terms and conditions of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesthis Agreement. The Company has entered into an Investment Management Trust prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form SB-2 (File No. 333-133550), which contains the related preliminary prospectus, or prospectuses, covering the registration of the Securities under the Securities Act of 1933, as amended (the "Securities Act"). Promptly after execution and delivery of this Agreement, dated as the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the date hereofrules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information." Each prospectus that omitted the Rule 430A Information, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 that was used after such effectiveness and prior to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale execution and delivery of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in this Agreement is herein called a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)"preliminary prospectus."

Appears in 1 contract

Samples: Underwriting Agreement (Handheld Entertainment, Inc.)

Introductory. Cascade Hony Capital Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report current report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management investment management trust agreement, dated the date hereof (the “Trust Agreement, dated as of the date hereof”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a warrant agreement, dated the date hereof (the “Warrant Agreement, dated as of the date hereof”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreementsecurities purchase agreement, dated as of August 24February 11, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Hony Capital Acquisition Holdings Sponsor LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 5,750,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercisedexercised for an aggregate purchase price of $25,000. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreementprivate placement warrants purchase agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 6,000,000 warrants (or up to 8,900,000 Warrants if 6,600,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in full)exercised) at a price of $1.00 per Private Placement Warrant, each entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), ) for $1.00 11.50 per Private Placement Warrantshare. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a registration rights agreement, dated the date hereof (the “Registration and Stockholder Rights Agreement, dated as of the date hereof”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.1 to the Registration Statement. The Company will enter into an administrative services agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to the Sponsor an “Insider Letter”aggregate monthly fee of up to $10,000 for office space, utilities, secretarial and together, the “Insider Letters”)administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Hony Capital Acquisition Corp.)

Introductory. Cascade Acquisition Xxxxxxx Opportunity II Corp., a Delaware corporation Cayman Islands exempted company (formerly known as Wood Hill Opportunity Corp., the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 53,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 7,950,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business dayBusiness Day, the following business dayBusiness Day) (unless the Representatives inform the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Purchase Agreement, dated as of August 24February 1, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLCXxxxxxx Associates, L.P., a Delaware limited liability company partnership, and Xxxxxxx International, L.P., a Cayman Islands limited partnership (collectively, the “Initial Shareholders”), pursuant to which the Initial Shareholders purchased an aggregate of 10,062,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000, and the Company subsequently issued to the Initial Shareholders an additional 4,312,500 Class B ordinary shares, par value $0.0001 per share (including the Ordinary Shares issuable upon conversion thereof, collectively, the “Founder Shares”). Subsequently, the Initial Shareholders entered into a Securities Assignment Agreement, dated as of March 2, 2021 (the “Founder’s Assignment Agreement”), with Xxxxxxx Opportunity Sponsor II L.P., a Delaware limited partnership (the “Sponsor”), pursuant to which the Sponsor purchased Initial Shareholders sold, assigned and transferred the Founder Shares to the Sponsor. On June 28, 2021, the Company approved share capitalizations resulting in an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, 15,237,500 Founder Shares outstanding as of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000date hereof. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 1,987,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Warrant Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 9,733,333 warrants (or up to 8,900,000 Warrants if 10,793,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Shareholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of (i) the Private Placement Warrants and Warrants, (ii) the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and (iii) the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain letter agreementsa Letter Agreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.8, to the Registration Statement Statement. The Company has entered into an Administrative Services Agreement, dated the date hereof (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Elliott Opportunity II Corp.)

Introductory. Cascade Acquisition Corp.PPL Corporation, a Delaware Pennsylvania corporation (the “Company”)) proposes to issue and sell, agrees with and the several Underwriters named in Schedule I hereto Section 3 hereof (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”) are acting as representativespropose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, an aggregate of 90,000,000 shares of its Common Stock, $0.01 par value (the “Underwritten Securities”). Additionally, the Company proposes to issue and sell to the several Underwriters 20,000,000 units (“Units”) Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Company (such Units being hereinafter called the “Firm Underwritten Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, up to an aggregate additional 13,500,000 shares of not more than 3,000,000 additional Units to cover over-allotments its Common Stock, $0.01 par value (the “Optional Option Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock Underwritten Securities and Warrants included in any Option Securities are herein referred to as the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesSecurities”. The Company has entered into an Investment Management Trust filed with the Securities and Exchange Commission (the “Commission”) a joint automatic shelf registration statement on Form S-3 (Nos. 333-158200 and 333-158200-03), including the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Securities under the Securities Act. Promptly after the date of this Agreement, dated the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Securities that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) and includes the documents incorporated by reference therein pursuant to Item 12 of Form S-3 is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereofhereof and any preliminary prospectuses that form a part thereof, with Continental Stock Transfer & Trust Company (is herein called the CST”)Prospectus.” For purposes of this Agreement, as trustee, in substantially the form filed as Exhibit 10.1 all references to the Registration Statement Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (the Trust AgreementXXXXX”), pursuant . All references in this Agreement to financial statements and schedules and other information which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the is Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the contained,” Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the included” or Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described stated” in the Registration Statement, any preliminary prospectus or the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up other references of like import) shall be deemed to 8,900,000 Warrants if mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the over-allotment option is exercised in full), each entitling the holder Securities Act Regulations to purchase one share be a part of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants or included in the Units, except as described in the Registration Statement, the Statutory Prospectus and any preliminary prospectus or the Prospectus. The Company has entered into a Registration , as the case may be; and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, all references in substantially the form filed as Exhibit 10.2 this Agreement to amendments or supplements to the Registration Statement Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Registration Rights AgreementExchange Act), pursuant to ) which is incorporated by reference in or otherwise deemed by the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused Securities Act Regulations to be duly executed and delivered certain letter agreements, each dated as a part of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, or included in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”Statement, and togethersuch preliminary prospectus or the Prospectus, as the “Insider Letters”)case may be.

Appears in 1 contract

Samples: Underwriting Agreement (PPL Corp)

Introductory. Cascade Acquisition Corp., American Medserve Corporation ("COMPANY") a Delaware corporation corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock (the “Company”"COMMON STOCK"), agrees with the several Underwriters named in Schedule I hereto (collectively$.01 par value, the “Underwriters”), for whom you (the “Representatives”) are acting of which 5,559,625 shares were outstanding as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the such date. The Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the Underwritersseveral underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), at the option of the Underwriters, an aggregate of who are acting severally and not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securitiesjointly. In addition, the “Offered Securities”) as set forth below. To Company proposes to grant to the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder an option to purchase one share up to 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the “Warrant(s)”extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"). The shares Pricing Agreement may take the form of Common Stock an exchange of any standard form of written telecommunication between the Company and Warrants included the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Units Shares will not trade separately until be governed by this Agreement, as supplemented by the 52nd day following Pricing Agreement. From and after the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company execution and delivery of the proceeds of Pricing Agreement, this Agreement shall be deemed to incorporate the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesPricing Agreement. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, hereby confirms its agreement with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).follows:

Appears in 1 contract

Samples: American Medserve Corp

Introductory. Cascade Acquisition Corp.iGo Corporation, a Delaware __________ corporation (the "Company"), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, proposes to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (“Units”the "Underwriters") of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments _____ shares (the “Optional Securities” "Firm Shares") ---------- of its Common Stock, par value $______ per share (the "Common Shares"). In addition, the Company has granted to the Underwriters an option to purchase up to an additional _____ Common Shares (the "Option Shares") as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the "Shares". BancBoston Xxxxxxxxx Xxxxxxxx Inc., Xxxxxxxxx & Xxxxx LLC and Xxxxxx Xxxxxx Partners LLC have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Shares. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1. (File No. 333-____), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act, is called the "Registration Statement". Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Shares, is called the "Prospectus"; provided, however, if the Company has, with the consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc., elected to rely upon Rule 434 under the Securities Act, the term "Prospectus" shall mean the Company's prospectus subject to completion (each, a "preliminary prospectus") dated _____ (such preliminary prospectus is called the "Rule 434 preliminary prospectus"), together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the applicable term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share sheet (the “Common Stock”), "Term Sheet") prepared and one-half of one redeemable warrant, where each whole warrant entitles filed by the holder Company with the Commission under Rules 434 and 424(b) under the Securities Act and all references in this Agreement to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from shall mean the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant Term Sheet. All references in this Agreement to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and the ProspectusRetrieval System ("XXXXX"). The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), hereby confirms its respective agreements with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except Underwriters as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).follows:

Appears in 1 contract

Samples: Battery Express Inc

Introductory. Cascade Acquisition Corp.Cardiovascular Biotherapeutics, Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, proposes to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 2,000,000 shares (the “Firm Common Shares”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockits Common Stock, par value $0.0001 0.001 per share (the “Common Stock”). In addition, and one-half of one redeemable warrant, where each whole warrant entitles the holder Company has granted to the Underwriters an option to purchase one share up to an additional 300,000 shares (the “Optional Common Shares”) of Common Stock, as provided in Section 2. The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Common Shares”. First Xxxxxx Securities Corporation (“First Xxxxxx”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Common Shares. The Company hereby agrees to issue and sell to the Representative warrants (the “Representative’s Warrants”) to purchase an aggregate of 75,000 shares of Common Stock (the “Warrant(s)Warrant Shares)) for a purchase price of $.001 per warrant. The shares Representative’s Warrants will be exercisable for the Warrant Shares for a period of Common Stock four and Warrants included in a half years, commencing 180 days after the Units will not trade separately until the 52nd day following the effective date of the Prospectus Registration Statement (or, if such date is not a business day, the following business dayas hereinafter defined) unless the Representatives inform the Company of their decision at an initial exercise price per share equal to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company 125% of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begininitial public offering price per Common Share. Each whole The Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant Shares shall be identical to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesCommon Shares. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, Representative’s Warrants shall be substantially in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issuedStatement. The Company has entered into a Warrant Agreement, dated as of prepared and filed with the date hereof, with respect to the Warrants Securities and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement Exchange Commission (the “Warrant AgreementCommission) a registration statement on Form S-1 (File No. 333-119199), pursuant which contains a form of prospectus to which CST will act as warrant agent be used in connection with the issuancepublic offering and sale of the Common Shares. Such registration statement, registrationas amended, transferincluding the financial statements, exchangeexhibits and schedules thereto, redemptionin the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and exercise the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act, is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Warrants and Rule 462(b) Registration Statement the Private Placement Warrantsterm “Registration Statement” shall include the Rule 462(b) Registration Statement. The Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the “Prospectus”; provided, however, if the Company has entered into has, with the consent of First Xxxxxx, elected to rely upon Rule 434 under the Securities Act, the term “Prospectus” shall mean the Company’s prospectus subject to completion (each, a Securities Subscription Agreement“preliminary prospectus”) dated , dated as of August 242005 (such preliminary prospectus is called the “Rule 434 preliminary prospectus”), 2020 together with the applicable term sheet (the “Founder’s Purchase AgreementTerm Sheet)) prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act, with Cascade Acquisition Holdings LLC, a Delaware limited liability company (and all references in this Agreement to the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, date of the Company (Prospectus shall mean the “Founder Shares”), for an aggregate purchase price date of $25,000the Term Sheet. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up All references in this Agreement to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and the ProspectusRetrieval System (“XXXXX”). The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), hereby confirms its agreements with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except Underwriters as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).follows:

Appears in 1 contract

Samples: Underwriting Agreement (CardioVascular BioTherapeutics, Inc.)

Introductory. Cascade Avista Healthcare Public Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 4,500,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”)18 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one-half of one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one-half of one Ordinary Share for $5.75 per half share of Common Stock at a price of ($11.50 per whole share, subject to adjustment, ) during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 or twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant warrant may not be exercisedexercised for a fractional share, so that only a whole an even number of Warrants warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof[·], 2016, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which certain the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof[·], 2016, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24December 14, 2020 2015 (the “Founder’s Purchase Agreement”), with Cascade Avista Acquisition Holdings LLCCorp., a Delaware limited liability Cayman Islands exempted company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 8,625,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Sponsor has entered into a Securities Assignment Agreement, effective as of [·], 2016 (the “Securities Assignment Agreement”), with each of the Company’s independent directors (each, a “Buyer”), pursuant to which the Sponsor assigned [·] of its Founder Shares to each Buyer (an aggregate of [·] Founder Shares) for an aggregate purchase price of $[·]. [The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated effective as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 16,000,000 warrants (or up to 8,900,000 Warrants 17,800,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one-half of one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 0.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof[·], 2016, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. .] The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereof[·], 2016, by and among the Sponsor and each of the Company’s officersofficers and directors, directors and director nomineesin the form filed as Exhibit 10.2 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of [·], 2016, with an affiliate of the Sponsor, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Appears in 1 contract

Samples: Underwriting Agreement (Avista Healthcare Public Acquisition Corp.)

Introductory. Cascade Jaws Juggernaut Acquisition Corp.Corporation, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than to purchase up to 3,000,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Offered Securities”) as set forth below). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereofClosing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Purchase Agreement, dated as of August 24January 19, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Juggernaut Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased (i) an aggregate of 7,187,500 shares of 5,750,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company and (ii) 3,300,000 warrants (the “Founder SharesPrivate Placement Warrants), ) for an aggregate purchase price of $25,0006,600,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 Founder Shares and 300,000 Private Placement Warrants are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Ordinary Shares issuable upon conversion (“Founder Shares Shares”) are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Registration and Stockholder Shareholder Rights Agreement, to be dated as of the date hereofClosing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each to be dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits Exhibit 10.7 and 10.8 to the Registration Statement Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereof (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Jaws Juggernaut Acquisition Corp)

Introductory. Cascade Acquisition Corp.Koninklijke Ahold N.V. (Royal Ahold), a Delaware corporation public company with limited liability organized under the laws of The Netherlands, and with its corporate seat in Zaandam (municipality Zaanstad), The Netherlands (the "Company"), agrees with proposes, subject to the several terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the "Underwriting Agreement"), between the Company on the one hand and __________________, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (collectively, the "Underwriters”), for whom you (") the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) number of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockshares, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 NLG 0.50 per share, of the Company (the “Founder "Common Shares”), for an aggregate purchase price of $25,000") specified in Schedule II hereto. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up Except to 750,000 Founder Shares are subject to forfeiture depending on the extent explicitly provided otherwise herein, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar be a part of this Terms Agreement to the shares same extent as if such provisions had been set forth in full herein; and each of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus representations and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated warranties set forth therein shall be deemed to have been made at and as of the date hereofof this Terms Agreement, in substantially except that, if this Terms Agreement and the form filed as Exhibit 10.3 Underwriting Agreement are dated different dates, each representation and warranty with respect to the Registration Statement (Prospectus in Section 2 of the “Warrant Subscription Agreement”), with the Sponsor, pursuant Underwriting Agreement shall be deemed to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus be a representation and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated warranty as of the date hereof, with of the Sponsor and the other parties thereto, Underwriting Agreement in substantially the form filed as Exhibit 10.2 relation to the Registration Statement Prospectus (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants as therein defined) and the shares of Common Stock underlying the Founder Shares also a representation and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated warranty as of the date hereofof this Terms Agreement in relation to the Prospectus as amended or supplemented relating to the Common Shares which are the subject of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of Common Shares are set forth in Schedule II hereto. Subject to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and among sell to each of the Sponsor Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company’s officers, directors at the time and director nominees, in substantially the forms filed as Exhibits 10.7 place and 10.8 at a purchase price to the Registration Statement (each an “Insider Letter”, and togetherUnderwriters set forth in Schedule II hereto, the “Insider Letters”)number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ahold Finance Usa Inc)

Introductory. Cascade Osprey Energy Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 3,750,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”)18 hereof. Each Unit unit (the “Unit(s)”) consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 or twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereofJuly 20, 2017, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereofJuly 20, 2017, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreementsold to Osprey Sponsor, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (including the Class A Common Stock issuable upon conversion thereof, the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Class A Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated effective as of the date hereofJuly 20, in substantially the form filed as Exhibit 10.3 to the Registration Statement 2017 (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 7,000,000 warrants (or up to 8,900,000 Warrants 7,750,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofJuly 20, 2017, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofJuly 20, 2017, by and among the Sponsor and each of the Company’s officers, directors directors, and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.4 to the Registration Statement (each an the “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (Osprey Energy Acquisition Corp)

Introductory. Cascade Disruptive Acquisition Corp.Corporation I, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 3,750,000 additional Units units of the Company to cover over-allotments allotments, if any (the “Optional Securities” and”), together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, The Firm Securities and the term Underwriter shall mean either Optional Securities are herein collectively called the singular or plural as the context requires. “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 21 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for fractional shares, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof[●], 2021, with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof[●], 2021, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24December 30, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings DTA Master, LLC, a Delaware limited liability company (the “SponsorPurchaser”), pursuant to which the Sponsor Purchaser purchased an aggregate of 7,187,500 shares of Class B common stockordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020Subsequently, the Purchaser entered into a Securities Assignment Agreement, dated as of December 30, 2020 (the “Founder’s Assignment Agreement”), with Disruptive Acquisition Sponsor submitted 1,437,500 I, LLC, a Delaware limited liability company (the “Sponsor”), and the Company, pursuant to which Purchaser sold, assigned and transferred the Founder Shares to the Sponsor, for cancellationan aggregate purchase price of $25,000. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of [●], 2021, with the date hereofSponsor, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 4,666,667 warrants (or up to 8,900,000 Warrants 5,166,667 warrants if the over-allotment option is exercised Optional Securities are issued and sold in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof[●], 2021, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereof[●], 2021, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated [●], 2021, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), pursuant to which the Company will pay to the Sponsor or an affiliate of the Sponsor up to $15,000 for certain office space, utilities, secretarial and administrative support services provided to members of the Company’s management team and other expenses and obligations of the Sponsor.

Appears in 1 contract

Samples: Underwriting Agreement (Disruptive Acquisition Corp I)

Introductory. Cascade Replay Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 3,750,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”)20 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereofApril 3, 2019, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which certain the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereofApril 3, 2019, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24December 17, 2020 2018 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Replay Sponsor, LLC, a Delaware limited liability company (f/k/a Replay Sponsor Corp., a Delaware corporation) (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 2020, 25,000 (the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up ”). Up to 750,000 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated effective as of the date hereofApril 3, in substantially the form filed as Exhibit 10.3 to the Registration Statement 2019 (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 7,000,000 Warrants (or up to 8,900,000 7,750,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofApril 3, 2019, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofApril 3, 2019, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.2 to the Registration Statement (each an the “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (Replay Acquisition Corp.)

Introductory. Cascade LGL Systems Acquisition Corp., a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 15,000,000 units of the Company (such the “Public Units”). The 15,000,000 Public Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 3,000,000 additional 2,250,000 Public Units as provided in Section 2. The additional 2,250,000 Public Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as Underwriters, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Public Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (LGL Systems Acquisition Corp.)

Introductory. Cascade Acquisition Corp.CM Life Sciences, Inc., a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 35,000,000 units of the Company (such the “Units”). The 35,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 3,000,000 additional 5,250,000 Units as provided in Section 2. The additional 5,250,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC has agreed to act as a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as set forth contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the ( Class A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitles entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)businesses.

Appears in 1 contract

Samples: Underwriting Agreement (CM Life Sciences, Inc.)

Introductory. Cascade Avista Public Acquisition Corp.Corp. II, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such said Units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than to purchase up to 3,000,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Securities, being hereinafter called the “Offered Securities”) as set forth below). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) ), unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesentities involving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24February 12, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Avista Acquisition Holdings LLCLX XX, a Delaware Cayman Islands exempted limited liability company partnership (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 5,750,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the Ordinary Shares issuable upon conversion thereof, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up ”). Up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 7,333,333 warrants (or up to 8,900,000 Warrants 8,233,333 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one Ordinary Share for $11.50 per share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 10,000,000 Ordinary Shares (the “Forward Purchase Shares”) plus an aggregate of 3,333,333 Warrants (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”). The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Shareholder Rights Agreement, dated as of the date hereofhereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereofhereof (each an “Insider Letter” and, together, the “Insider Letters”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Avista Public Acquisition Corp. II)

Introductory. Cascade CBRE Acquisition Corp.Holdings, Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units 35,000,000 SAILSM (“Units”Stakeholder Aligned Initial Listing) securities of the Company (such Units said SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 5,250,000 additional Units SAILSM securities of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 23 to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) ), unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the SAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of $11.50 11.00 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesassets involving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of [•], 2020 (the date hereof“Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of [•], 2020 (the date hereof“Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24November 6, 2020 (the “Founder’s Alignment Share Purchase Agreement”), with Cascade CBRE Acquisition Holdings Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 2,300,000 shares of the Company’s Class B common stock, par value $0.0001 per share, of the Company share (the “Founder SharesClass B Common Stock” and, together with the Class A Common Stock, the “Common Stock), ) for an aggregate purchase price of $25,00025,000 (the “Alignment Shares”) (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”)). On October 6November 27, 2020, the Sponsor submitted 1,437,500 Founder and the Company entered into a Surrender of Shares for cancellationand Amendment No. Of 1 to the remaining 5,750,000 Founder Subscription Agreement to reflect the forfeiture and surrender by the Sponsor to the Company of 287,500 Alignment Shares, resulting in 2,012,500 Alignment Shares remaining outstanding (including the forfeiture of up to 750,000 Founder 262,500 Alignment Shares are subject depending on the extent to forfeiture which the Underwriter’s over-allotment option is exercised). On [•], 2020, the Alignment Shares were reclassified to add certain conversion and other rights, benefits and obligations each as described in the Registration Statement, the Statutory Prospectus and the Prospectus. On [•], 2020, the Sponsor sold 201,250 alignment shares to the Company’s independent directors and officers at a price of $0.01 per share. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 6,666,667 warrants (or up to 7,366,667 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the UnitsSAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of [•], 2020 (the date hereof“Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Founder Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of [•], 2020 (the date hereof“Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.2 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersPromissory Note”) in exchange for the payments by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with CBRE. Inc., in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to CBRE, Inc. an aggregate monthly fee of $10,000 for certain office space, utilities, finance, accounting, tax and other administrative and secretarial support.

Appears in 1 contract

Samples: Underwriting Agreement (CBRE Acquisition Holdings, Inc.)

Introductory. Cascade Trepont Acquisition Corp.Corp I, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Underwritten Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Option Securities”) as set forth below. The Underwritten Securities and the Option Securities are herein collectively called the “Securities”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof, with Continental Stock Transfer & Trust Company Company, as trustee (the CSTTrustee”), as trustee, in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Underwritten Securities and the Optional Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof, hereof with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24September 28, 2020 (the “Founder’s Purchase Agreement”), with Cascade Trepont Acquisition Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 5,750,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 2020, 25,000 (the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up ”). Up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants warrants (or up to 8,900,000 Warrants warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofDecember 1, 2020, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofDecember 1, 2020, by and among the Sponsor and each of the Company’s officers, directors and director nomineesnominees in the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement with the Sponsor, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), pursuant to which the Company will pay the Sponsor (or an affiliate thereof) up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to management of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Trepont Acquistion Corp I)

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Introductory. Cascade Acquisition Aspirational Consumer Lifestyle Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 22,500,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 3,375,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Offered Securities”) as set forth below). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd date following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereofClosing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 15, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Aspirational Consumer Lifestyle Sponsor LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 6,468,750 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”), ) for an aggregate purchase price of $25,000. On October 6, In September 2020, the Sponsor submitted 1,437,500 transferred 25,000 Founder Shares for cancellationto each of Lxx Xxxxxx, Nxxx Xxxxxx and Fxxxx Xxxxxx at their original per-share purchase price. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 843,750 Founder Shares held by the Sponsor are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereofhereof (the “Warrant Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 10.6 to the Registration Statement (the “Warrant Subscription Agreement”), with the SponsorStatement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 4,333,333 warrants (or up to 8,900,000 Warrants 4,783,333 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Registration and Stockholder Rights Agreement, to be dated as of the date hereofClosing Date (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.2 to the Registration Statement. The Company will has entered into an Administrative Services Agreement, dated the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to the Sponsor an “Insider Letter”aggregate monthly fee of $10,000 for certain office space, administrative and together, the “Insider Letters”)support services.

Appears in 1 contract

Samples: Underwriting Agreement (Aspirational Consumer Lifestyle Corp.)

Introductory. Cascade Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 6,000,000 Warrants (or up to 8,900,000 6,600,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (Cascade Acquisition Corp)

Introductory. Cascade Acquisition Corp.Acorda Therapeutics, Inc., a Delaware corporation (the “Company), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, proposes to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of [___] shares (the “Firm Common Shares”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockits Common Stock, par value $0.0001 [___] per share (the “Common Stock”). In addition, and one-half of one redeemable warrant, where each whole warrant entitles the holder Company has granted to the Underwriters an option to purchase one share of Common Stock up to an additional [___] shares (the “Warrant(s)Optional Common Shares”) of Common Stock, as provided in Section 2. The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Common Shares”. Banc of America Securities LLC (“BAS”), Lazard Frères & Co. LLC, U.S. Bancorp Pxxxx Xxxxxxx Inc. and RBC Dxxx Xxxxxxxx Inc. have agreed to act as representatives of the several Underwriters (in such capacity, each, a “Representative” and collectively, the “Representatives”) in connection with the offering and sale of the Common Shares. The shares Company and the Underwriters agree that up to [___] of the Firm Common Stock Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale by the Underwriters to certain eligible directors, officers and Warrants included employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Common Shares by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the “NASD”) and all other applicable laws, rule and regulations. One of the Underwriters (the “Designated Underwriter”) shall be selected to process the sales to the Participants under the Directed Share Program. To the extent that such Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public as part of the public offering contemplated hereby. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-[___]), which contains a form of prospectus to be used in connection with the public offering and sale of the Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the Units will not trade separately until form in which it was declared effective by the 52nd day following Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act, is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the “Prospectus”; provided, however, if the Company has, with the consent of BAS, elected to rely upon Rule 434 under the Securities Act, the term “Prospectus” shall mean the Company’s prospectus subject to completion (each, a “preliminary prospectus”) dated [___], 2003 (such preliminary prospectus is called the “Rule 434 preliminary prospectus”), together with the applicable term sheet (the “Term Sheet”) prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act and all references in this Agreement to the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from shall mean the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation Term Sheet. All references in this Agreement to [(as defined belowi); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in ] the Registration Statement, the Statutory Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”) [and (ii) the Prospectus shall be deemed to include the “electronic Prospectus” provided for use in connection with the offering of the Common Shares as contemplated by Section 3(m) of this Agreement]. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), hereby confirms its agreements with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except Underwriters as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).follows:

Appears in 1 contract

Samples: Underwriting Agreement (Acorda Therapeutics Inc)

Introductory. Cascade Lux Health Tech Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 4,500,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24September 4, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLCLux Encore Sponsor, LP, a Delaware limited liability company partnership (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 8,625,000 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereofOctober 23, 2020, in substantially the form filed as Exhibit 10.3 10.6 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 5,333,333 Warrants (or up to 8,900,000 5,933,333 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of October 22, 2020, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Forward Purchase Agreement”), with Lux Ventures VI, L.P. and Stockholder Lux Ventures VI Sidecar, L.P. (the “Lux Ventures VI Entities”), pursuant to which the Lux Ventures VI Entities agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $15,000,000 of units (the “Forward Purchase Securities”), each unit consisting of one share of Common Stock (the “Forward Purchase Shares”) and one-third of one redeemable warrant (the “Forward Purchase Warrants”) to purchase one share of Common Stock for $11.50 per share, subject to adjustment. The Forward Purchase Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the shares of Common Stock underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 10.1 and 10.8 10.2, respectively, to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (Lux Health Tech Acquisition Corp.)

Introductory. Cascade Revolution Healthcare Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units 50,000,000 SAILSM (“Units”Stakeholder Aligned Initial Listing) securities of the Company (such Units said SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 7,500,000 additional Units SAILSM securities of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 23 to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half fifth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the SAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-five (5) year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of March 17, 2021 (the date hereof“Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of March 17, 2021 (the date hereof“Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription AgreementAgreements, dated as of August 24January 11, 2020 2021 (the “Founder’s Purchase Securities Subscription Agreement”), with Cascade Acquisition Holdings each of REV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Health Assurance Economy Foundation, a Delaware nonprofit nonstock corporation (the “Foundation”), pursuant to which the Sponsor and the Foundation purchased an aggregate of 7,187,500 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, of the Company share (the “Founder SharesClass B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”), the “Alignment Shares”). 356,250 and 18,750 of the Alignment Shares owned by the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of and the remaining 5,750,000 Founder SharesFoundation, up to 750,000 Founder Shares respectively, are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Alignment Shares are substantially similar to the shares of Class A Common Stock included in the Units SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of March 17, 2021 (the date hereof“Private Placement Warrants Purchase Agreement”), with the Sponsor and certain directors of the Company, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the SponsorStatement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 11,333,333 warrants (or up to 8,900,000 Warrants if 12,333,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the UnitsSAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of March 17, 2021 (the date hereof“Registration Rights Agreement”), with the Sponsor Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and Warrants, the shares of Common Stock underlying the Founder Conversion Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement dated March 17, each dated as of 2021 (the date hereof“Insider Letter”), by and among the Sponsor Sponsor, the Foundation and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.9 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersPromissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of December 31, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate annual fee of $120,000 for certain administrative and support services.

Appears in 1 contract

Samples: Trust Agreement (Revolution Healthcare Acquisition Corp.)

Introductory. Cascade Acquisition Corp.BA Residential Securities, Inc., a Delaware corporation (the "Company"), agrees with proposes to sell to Banc of America Securities LLC (the several Underwriters named "Underwriter"), $ principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (collectivelythe "Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the “Underwriters”precise initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, for whom you together with three classes of subordinate certificates (the “Representatives”"Non-Offered Certificates") are acting collectively referred to herein as representatives, the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily fixed interest rate mortgage loans having original terms to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate maturity of not more than 3,000,000 additional Units to cover over-allotments months, as described in Schedule I (the “Optional Securities” and"Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), together with dated , 200 , between the Firm SecuritiesCompany and , a (" "). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-Off Date"), the “Offered Securities”) as Mortgage Loans will have the aggregate principal balance set forth belowin Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." An election will be made to treat the assets of the Trust Estate as a real estate mortgage investment conduit (the "REMIC"). To The Certificates are to be issued pursuant to a pooling and servicing agreement, dated , 200 (the extent that there are no additional Underwriters listed on "Pooling Agreement"), among the Company, as depositor, Bank of America, N.A., as servicer (the "Servicer"), and , as trustee (the "Trustee"). The Offered Certificates will be issued in the denominations specified in Schedule I other than youI. The Pooling Agreement, this Agreement, the term Representatives as used herein shall mean youMortgage Loan Purchase Agreement and the purchase agreement, to be dated , 200 , among Banc of America Securities LLC, as UnderwritersPurchaser, the Company and the term Underwriter shall mean either Servicer (the singular or plural "Purchase Agreement") are collectively referred to herein as the context requires. Certain capitalized "Basic Documents." Capitalized terms used herein and that are not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of herein have the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included meanings assigned thereto in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Pooling Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (Ba Residential Securities Inc)

Introductory. Cascade Acquisition Corp.Lead Edge Growth Opportunities, Ltd, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 4,500,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24December 16, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Lead Edge SPAC Management, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 8,625,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 5,666,667 Warrants (or up to 8,900,000 6,266,667 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of [●], 2021, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Forward Purchase Agreement”), with Lead Edge Capital V, LP (the “LEC V”), pursuant to which the LEC V agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, up to $50,000,000 of units (the “Forward Purchase Securities”), each unit consisting of Ordinary Share (the “Forward Purchase Shares”) and one-fourth of one redeemable warrant (the “Forward Purchase Warrants”) to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Forward Purchase Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Shareholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (each an the Administrative Services Agreement” and, collectively with this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Forward Purchase Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement and the Insider Letter”, and together, the “Insider LettersTransaction Documents”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will, subject to the terms of the Administrative Services Agreement, pay to the Sponsor, an aggregate monthly fee of up to $10,000 for office space, utilities, administrative and support services from the date that the Units are first listed on the Nasdaq Capital Market (“Nasdaq”) until the earlier of (x) the consummation of an initial Business Combination and (y) the Liquidation (as defined below).

Appears in 1 contract

Samples: Underwriting Agreement (Lead Edge Growth Opportunities, LTD)

Introductory. Cascade Virgin Group Acquisition Corp.Corp. III., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 7,500,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fifth of one redeemable warrant, where each whole warrant Warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof, with Continental Stock Transfer & Trust Company Company, as trustee (the CSTTrustee”), as trustee, in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Purchase Agreement, dated as of August 24January 23, 2020 2021 (the “Founder’s 's Purchase Agreement”), with Cascade Virgin Group Acquisition Holdings Sponsor III LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 14,375,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 2020, 25,000 (the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised”). The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants warrants (or up to 8,900,000 Warrants 9,000,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, nominees in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.1 to the Registration Statement (each an the “Insider Letter”). The Company has entered into an Administrative Services Agreement, and together, dated as of the date hereof (the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Appears in 1 contract

Samples: Underwriting Agreement (Virgin Group Acquisition Corp. III)

Introductory. Cascade Zxxxxx Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 4,500,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Securities, being hereinafter called the “Offered Securities”) as set forth below). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder holder, upon exercise, to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Citigroup Global Markets Inc. informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24March 12, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings ZETA Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 10,062,500 shares of Class B common stock, par value $0.0001 per share, of the Company (including the shares of Common Stock issuable upon conversion thereof, the “Founder Shares”), ) for an aggregate purchase price of $25,000. On October 6, 2020In April 2021, the Sponsor submitted transferred an aggregate of 120,000 Founder Shares to Kxxxxxxx X. Xxxxx, Pxxx X. Xxxxxxx and Bxxxxxxx X. Xxxx, the Company’s independent directors, resulting in the Sponsor holding an aggregate of 9,942,500 Founder Shares. On June 4, 2021, the Sponsor surrendered 1,437,500 Founder Shares to the Company for cancellationno consideration, resulting in the Sponsor owning 8,505,000 Founder Shares and increasing the approximate price paid per Founder Share to $0.003. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereofMay 6, in substantially the form filed as Exhibit 10.3 to the Registration Statement 2021 (the “Warrant Subscription Agreement”), with the Sponsor, in the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 9,500,000 warrants (or up to 8,900,000 Warrants 10,550,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one whole share of Common Stock at $11.50 per share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of June 11, 2021, with ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (the “Zxxxxx Entity”), in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Zxxxxx Forward Purchase Agreement”), pursuant to which the Zxxxxx Entity agreed to purchase $100,000,000 of units, with each unit consisting of one share of Common Stock, 10,000,000 shares of Common Stock in the aggregate (the “Zxxxxx Forward Purchase Shares”), and Stockholder one-third of one warrant, 3,333,333 warrants in the aggregate, to purchase one whole share of Common Stock at $11.50 per share (the “Zxxxxx Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the Business Combination. The Company has entered into a Forward Purchase Agreement, dated as of June 11, 2021, with Bluescape Resources Company LLC, a Delaware limited liability company (“Bluescape”, and together with the Zxxxxx Entity, the “Forward Purchase Parties”), in substantially the form filed as Exhibit 10.10 to the Registration Statement (the “Bluescape Forward Purchase Agreement” and, together with the Zxxxxx Forward Purchase Agreement, the “Forward Purchase Agreements”), pursuant to which Bluescape agreed to purchase up to $100,000,000 of units, with each unit consisting of one share of Common Stock, 10,000,000 shares of Common Stock in the aggregate (the “Bluescape Forward Purchase Shares” and, together with the Zxxxxx Forward Purchase Shares, the “Forward Purchase Shares”), and one-third of one warrant, 3,333,333 warrants in the aggregate, to purchase one whole share of Common Stock at $11.50 per share (the “Bluescape Forward Purchase Warrants” and, together with the Zxxxxx Forward Purchase Warrants, the “Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the Business Combination. The Company has entered into a Registration Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants Warrants, the warrants that may be issued upon conversion of certain working capital loans, if any, and the shares of Common Stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares. Pursuant to each of the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Forward Purchase Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors officers and director nomineesdirectors, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with Zxxxxx Partners, LP, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to Zxxxxx Partners, LP an “Insider Letter”aggregate monthly fee of $10,000 for certain office space, utilities and together, the “Insider Letters”)secretarial and administrative support.

Appears in 1 contract

Samples: Underwriting Agreement (Zimmer Energy Transition Acquisition Corp.)

Introductory. Cascade Tiga Acquisition Corp.Corp. II, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”) are acting as representatives), to issue and sell to the several Underwriters an aggregate of 20,000,000 units (the “Units”) of the Company (such Company. The respective amounts of Units being hereinafter called to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities”) and .” The Company also proposes to issue and sell grant to the Underwriters, at Underwriters the option of the Underwriters, an aggregate of not more than to purchase up to 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, The Firm Securities and the term Underwriter shall mean either Optional Securities are herein collectively called the singular or plural as the context requires. “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 21 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half quarter of one redeemable warrant, where each warrant (the “Warrants”). Each whole warrant Warrant entitles the holder of such Warrant to purchase one share Ordinary Share from the Company at a price of Common Stock (the “Warrant(s)”)$11.50, subject to adjustment, per Ordinary Share. The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (Prospectus, or, if such date is not a business dayBusiness Day, the following business day) Business Day, unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to and provided: (a) the Company’s preparation of Company has provided an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each No fractional Warrants will be issued upon separation of the Units, only whole Warrants will trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, may be exercised. The Warrants shall become exercisable during the period commencing on the later of 30 of: (i) thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 (ii) twelve (12) months from the date of the consummation of the Offering Offering, and terminating such Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereofLiquidation. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into certain agreements on or entitiesprior to the date hereof: A. Investment Management Trust Agreement. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (Tiga Acquisition Corp. II)

Introductory. Cascade Acquisition Corp.Social Capital Hedosophia Holdings Corp. VI, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 100,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 3,000,000 15,000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 16, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings SCH Sponsor IV LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 2,875,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6September 18, 2020, the Sponsor submitted 1,437,500 Founder Company approved a share capitalization resulting in an aggregate of 28,750,000 Class B Shares for cancellation. Of outstanding as of the remaining 5,750,000 date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), up to 750,000 Founder Shares 3,750,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full)11,000,000 warrants, each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an “Insider Letter”aggregate monthly fee of $10,000 for certain office space, administrative and together, the “Insider Letters”)support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. VI)

Introductory. Cascade Tiga Acquisition Corp.Corp. III, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”) are acting as representatives), to issue and sell to the several Underwriters 20,000,000 an aggregate of 30,000,000 units (the “Units”) of the Company (such Company. The respective amounts of Units being hereinafter called to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities”) and .” The Company also proposes to issue and sell grant to the Underwriters, at Underwriters the option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 4,500,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, The Firm Securities and the term Underwriter shall mean either Optional Securities are herein collectively called the singular or plural as the context requires. “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 21 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half quarter of one redeemable warrant, where each warrant (the “Warrants”). Each whole warrant Warrant entitles the holder of such Warrant to purchase one share Ordinary Share from the Company at a price of Common Stock (the “Warrant(s)”)$11.50, subject to adjustment, per Ordinary Share. The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (Prospectus, or, if such date is not a business dayBusiness Day, the following business day) Business Day, unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to and provided: (a) the Company’s preparation of Company has provided an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each No fractional Warrants will be issued upon separation of the Units, only whole Warrants will trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, may be exercised. The Warrants shall become exercisable during the period commencing on the later of 30 of: (i) thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 (ii) twelve (12) months from the date of the consummation of the Offering Offering, and terminating such Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereofLiquidation. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of involving the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (Tiga Acquisition Corp. III)

Introductory. Cascade Health Assurance Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units 50,000,000 SAILSM (“Units”Stakeholder Aligned Initial Listing) securities of the Company (such Units said SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 7,500,000 additional Units SAILSM securities of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 23 to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the SAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of November 12, 2020 (the date hereof“Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of November 12, 2020 (the date hereof“Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August September 24, 2020 (the “Founder’s Alignment Share Purchase Agreement”), with Cascade Acquisition Holdings LLCGeneral Catalyst Group X - Early Venture, L.P., a Delaware limited liability company partnership (“GC Early Venture”) and Health Assurance Economy Foundation, a Delaware corporation (the “SponsorFoundation”), pursuant to which GC Early Venture and the Sponsor Foundation purchased an aggregate of 7,187,500 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, of the Company share (the “Founder SharesClass B Common Stock” and, together with the Class A Common Stock, the “Common Stock), ) for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”), the “Alignment Shares”), 2,587,500 of which were subsequently transferred by GC Early Venture to the Sponsor submitted 1,437,500 Founder (as defined below). 375,000 of the Alignment Shares for cancellation. Of owned by the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are Sponsor being subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Alignment Shares are substantially similar to the shares of Class A Common Stock included in the Units SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereofhereof (the “Warrant Subscription Agreement”), with HAAC Sponsor, LLC (the “Sponsor”) and certain directors of the Company, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the SponsorStatement, pursuant to which the Sponsor and certain directors of the Company agreed to purchase an aggregate of 8,000,000 Warrants 11,333,333 warrants (or up to 8,900,000 Warrants if 12,333,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the UnitsSAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of November 12, 2020 (the date hereof“Registration Rights Agreement”), with the Sponsor Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Founder Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement dated November 12, each dated as of 2020 (the date hereof“Insider Letter”), by and among the Sponsor Sponsor, the Foundation and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to GC Early Venture in substantially the form filed as Exhibit 10.6 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersPromissory Note”) in exchange for the payment of the equivalent amount by GC Early Venture to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of January 31, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate annual fee of $120,000 for certain administrative and support services.

Appears in 1 contract

Samples: Underwriting Agreement (Health Assurance Acquisition Corp.)

Introductory. Cascade Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “RepresentativesRepresentative) are acting as representatives), to issue and sell to the several Underwriters 20,000,000 15,000,000 units (“Units”) of the Company (such Units being hereinafter called ( the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 2,250,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and, together with the Firm Securities, the “Offered Offering Securities”) as set forth below). To the extent that there are no additional Underwriters listed on Schedule I hereto other than you, the term Representatives Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requiresUnderwriter. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common StockShares”), and one-half of one redeemable public warrant, where each whole public warrant entitles the holder holder, upon exercise, to purchase one share of Common Stock Share (the “Public Warrant(s)”). The shares of Common Stock Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 (x) thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 (y) twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Public Warrant Agreement (as defined below), a fractional Public Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Public Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.4 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered into a Public Warrant Agreement, dated as of the date hereofhereof (the “Public Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants Public Warrants, with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Public Warrants. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 private placement warrants at a price of $1.00 per private placement warrant, each private placement warrant entitling the holder, upon exercise, to purchase one Common Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Public Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Warrant Agreement, dated as of the date hereof (the “Private Warrant Agreement”), with respect to the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (the “Working Capital Warrants”) with CST, as warrant agent, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange and exercise of the Private Placement Warrants and the Private Placement Working Capital Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24February 11, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings Trajectory Alpha Sponsor LLC, a Delaware limited liability company (the “Sponsor”), filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 4,312,500 shares of Class B common stock, par value $0.0001 per share, of the Company (including the Common Shares issuable upon conversion thereof, the “Founder Shares”), ) for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.5 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and Warrants, the shares of Common Stock Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans, the Founder Shares, the Common Shares underlying the Founder Shares, the Working Capital Warrants and the Common Shares underlying the Working Capital Warrants. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and Sponsor, each of the Company’s officers, directors and director nomineesadvisors and Guggenheim Securities, LLC, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.3 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for certain office space and secretarial and administrative services. The Company has entered into separate Securities Purchase Agreements, each dated as of [●], 2021 (each each, an “Insider Letter”Anchor Securities Purchase Agreement” and, and togethercollectively, the “Insider LettersAnchor Securities Purchase Agreements”), with certain institutional accredited investors (each, an “Anchor Investor” and, collectively, the “Anchor Investors”), in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Anchor Investors have collectively purchased an aggregate of [●] Founder Shares from the Company for a total purchase price of approximately $[●].

Appears in 1 contract

Samples: Underwriting Agreement (Trajectory Alpha Acquisition Corp.)

Introductory. Cascade Acquisition Corp.Houston Wire & Cable Company, a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto has an authorized share capital consisting of 100,000,000 shares, $0.001 par value, of Common Stock (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The which 20,867,172 shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated outstanding as of the date hereof, with Continental Stock Transfer & Trust and 5,000,000 shares, $0.001 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined. Certain shareholders of the Company (as named in Schedule B, the CSTSelling Shareholders”) propose to sell in the aggregate 5,500,000 shares (the “Firm Shares”) of the Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), as trusteewho are acting severally and not jointly. In addition, in substantially one of the form filed as Exhibit 10.1 Selling Shareholders proposes to grant to the Registration Statement Underwriters an option to purchase up to 825,000 additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Trust Agreement”), pursuant Shares.” You have advised the Company and the Selling Shareholders that the Underwriters propose to which certain proceeds from the sale make a public offering of the Private Placement Warrants (Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined below) has been executed and certain proceeds delivered. Prior to the purchase and public offering of the Offering will be deposited and held in a trust account (Shares by the “Trust Account”) for the benefit of several Underwriters, the Company, the Underwriters Selling Shareholders and the holders Representative, acting on behalf of the Firm Securities and the Optional Securitiesseveral Underwriters, if and when issued. The Company has entered shall enter into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, an agreement substantially in substantially the form filed as of Exhibit 4.4 to the Registration Statement A hereto (the “Warrant Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication among the Company, pursuant to which CST will act the Selling Shareholders and the Representative and shall specify such applicable information as warrant agent is indicated in connection with the issuance, registration, transfer, exchange, redemption, and exercise Exhibit A hereto. The offering of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Shares will be governed by this Agreement, dated as of August 24, 2020 (supplemented by the “Founder’s Purchase Pricing Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (. From and after the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, date of the Company (execution and delivery of the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Pricing Agreement, dated as of this Agreement shall be deemed to incorporate the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Pricing Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (Houston Wire & Cable CO)

Introductory. Cascade Osprey Technology Acquisition Corp.Corp. II, a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 32,500,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 4,875,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) , (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesentities involving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereofApril [•], 2021, with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereofApril [•], 2021, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreementsold to Osprey Technology Sponsor II, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 9,343,750 shares of Class B common stock, par value $0.0001 per share, of the Company (including the Class A Common Stock issuable upon conversion thereof, the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Class A Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereofApril [•], in substantially the form filed as Exhibit 10.3 to the Registration Statement 2021 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 6,000,000 warrants (or up to 8,900,000 Warrants 6,650,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofApril [•], 2021, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofApril [•], 2021, by and among the Sponsor and each of the Company’s officers, directors directors, and director nominees, in the form filed as Exhibit 10.4 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of April [•], 2021, with the Sponsor, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for office space, utilities, secretarial support and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Osprey Technology Acquisition Corp. II)

Introductory. Cascade Acquisition Corp.Social Capital Hedosophia Holdings Corp. V, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 65,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 3,000,000 9,750,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 16, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings SCH Sponsor IV LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 18,687,500 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the Ordinary Shares issuable upon conversion thereof, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares”), up to 750,000 Founder Shares 2,437,500 of which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 7,500,000 warrants (or up to 8,900,000 Warrants 8,475,000 warrants if the underwriter’s over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an “Insider Letter”aggregate monthly fee of $10,000 for certain office space, administrative and together, the “Insider Letters”)support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. V)

Introductory. Cascade Acquisition Corp.Landcadia Holdings IV, Inc., a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 50,000,000 units of the Company (such the “Units”). The 50,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 3,000,000 additional 7,500,000 Units as provided in Section 2. The additional 7,500,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as Underwriters, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 [0.0001]1 per share (the Class A Common Stock”), and one-half quarter of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business dayas defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will 1 NTD: To be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)confirmed.

Appears in 1 contract

Samples: Underwriting Agreement (Landcadia Holdings IV, Inc.)

Introductory. Cascade Virgin Group Acquisition Corp.Corp. II., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, ( the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 33,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 4,950,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fifth of one redeemable warrant, where each whole warrant Warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof, with Continental Stock Transfer & Trust Company Company, as trustee (the CSTTrustee”), as trustee, in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Purchase Agreement, dated as of August 24January 22, 2020 2021 (the “Founder’s 's Purchase Agreement”), with Cascade Virgin Group Acquisition Holdings Sponsor II LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,00025,000 (the “Founder Shares”). On October 6, 2020February 12, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of Company effected a 33-for-25 share split with respect to the remaining 5,750,000 Founder Shares, resulting in an aggregate of 9,487,500 Founder Shares issued and outstanding, and up to 750,000 1,237,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters' over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 5,733,333 warrants (or up to 8,900,000 Warrants 6,393,333 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, nominees in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.1 to the Registration Statement (each an the “Insider Letter”). The Company has entered into an Administrative Services Agreement, and together, dated as of the date hereof (the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $[10,000] for certain office space, administrative and support services.

Appears in 1 contract

Samples: Underwriting Agreement (Virgin Group Acquisition Corp. II)

Introductory. Cascade Acquisition Xxxxxxx Opportunity I Corp., a Delaware corporation Cayman Islands exempted company (formerly known as Xxx Xxxx Opportunity Corp., the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 100,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 15,000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business dayBusiness Day, the following business dayBusiness Day) (unless the Representatives inform the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Purchase Agreement, dated as of August 24January 28, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLCXxxxxxx Associates, L.P., a Delaware limited liability company partnership, and Xxxxxxx International, L.P., a Cayman Islands limited partnership (collectively, the “Initial Shareholders”), pursuant to which the Initial Shareholders purchased an aggregate of 21,562,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000, and the Company subsequently issued to the Initial Shareholders an additional 7,184,500 Class B ordinary shares, par value $0.0001 per share (including the Ordinary Shares issuable upon conversion thereof, collectively, the “Founder Shares”). Subsequently, the Initial Shareholders entered into a Securities Assignment Agreement, dated as of March 2, 2021 (the “Founder’s Assignment Agreement”), with Xxxxxxx Opportunity I Sponsor L.P., a Delaware limited partnership (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stockInitial Shareholders sold, par value $0.0001 per share, of assigned and transferred the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellationto the Sponsor. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 3,750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Warrant Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 16,000,000 warrants (or up to 8,900,000 Warrants if 18,000,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Shareholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of (i) the Private Placement Warrants and Warrants, (ii) the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and (iii) the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain letter agreementsa Letter Agreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.8, to the Registration Statement Statement. The Company has entered into an Administrative Services Agreement, dated the date hereof (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Elliott Opportunity I Corp.)

Introductory. Cascade Acquisition Corp.Social Capital Hedosophia Holdings Corp. V, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 65,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 3,000,000 9,750,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of October [●], 2020 (the date hereof“Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of October [●], 2020 (the date hereof“Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 16, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings SCH Sponsor IV LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 18,687,500 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the Ordinary Shares issuable upon conversion thereof, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares”), up to 750,000 Founder Shares 2,437,500 of which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereofOctober [●], in substantially the form filed as Exhibit 10.3 to the Registration Statement 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 7,500,000 warrants (or up to 8,900,000 Warrants 8,475,000 warrants if the underwriter’s over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of October [●], 2020 (the date hereof“Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of October [●], 2020 (the date hereof“Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated October [●], 2020 (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an “Insider Letter”aggregate monthly fee of $10,000 for certain office space, administrative and together, the “Insider Letters”)support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. V)

Introductory. Cascade World Quantum Growth Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 30,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and ). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriter an option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 4,500,000 additional Units to cover over-allotments allotments, if any (the “Optional Option Securities” and”; the Option Securities, together with the Firm Securities, being hereinafter called the “Offered Securities”) as set forth below). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K 8‑K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercisedexercised for a fractional share, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereofClosing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereofClosing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24March 15, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade World Quantum Growth Acquisition Holdings LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 8,625,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the Ordinary Shares issuable upon conversion thereof, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up ”). Up to 750,000 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 5,666,667 warrants (or up to 8,900,000 Warrants 6,266,667 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Registration and Stockholder Shareholder Rights Agreement, to be dated as of the date hereofClosing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and Shares, the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each to be dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereof (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (World Quantum Growth Acquisition Corp.)

Introductory. Cascade Tiga Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”) are acting as representatives), to issue and sell to the several Underwriters an aggregate of 20,000,000 units (the “Units”) of the Company (such Company. The respective amounts of Units being hereinafter called to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities”) and .” The Company also proposes to issue and sell grant to the Underwriters, at Underwriters the option of the Underwriters, an aggregate of not more than to purchase up to 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, The Firm Securities and the term Underwriter shall mean either Optional Securities are herein collectively called the singular or plural as the context requires. “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 21 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each warrant (the “Warrants”). Each whole warrant Warrant entitles the holder of such Warrant to purchase one share Ordinary Share from the Company at a price of Common Stock (the “Warrant(s)”)$11.50, subject to adjustment, per Ordinary Share. The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (,or, if such date is not a business dayBusiness Day, the following business day) Business Day, unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to and provided: (a) the Company’s preparation of Company has provided an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each No fractional Warrants will be issued upon separation of the Units, only whole Warrants will trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, may be exercised. The Warrants shall become exercisable during the period commencing on the later of 30 of: (i) thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 (ii) twelve (12) months from the date of the consummation of the Offering Offering, and terminating such Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereofLiquidation. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of certain agreements on or prior to the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).:

Appears in 1 contract

Samples: Underwriting Agreement (Tiga Acquisition Corp.)

Introductory. Cascade GO Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 7,500,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 ‎21 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24June 22, 2020 (the “Founder’s Purchase Agreement”), with Cascade GO Acquisition Holdings Founder LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 14,375,000 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 9,000,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (GO Acquisition Corp.)

Introductory. Cascade Health Assurance Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units 50,000,000 SAILSM (“Units”Stakeholder Aligned Initial Listing) securities of the Company (such Units said SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 7,500,000 additional Units SAILSM securities of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 23 to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the SAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of [Ÿ], 2020 (the date hereof“Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of [Ÿ], 2020 (the date hereof“Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August September 24, 2020 (the “Founder’s Alignment Share Purchase Agreement”), with Cascade Acquisition Holdings LLCGeneral Catalyst Group X - Early Venture, L.P., a Delaware limited liability company partnership (“GC Early Venture”) and Health Assurance Economy Foundation, a Delaware corporation (the “SponsorFoundation”), pursuant to which GC Early Venture and the Sponsor Foundation purchased an aggregate of 7,187,500 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, of the Company share (the “Founder SharesClass B Common Stock” and, together with the Class A Common Stock, the “Common Stock), ) for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”), the “Alignment Shares”), 2,587,500 of which were subsequently transferred by GC Early Venture to the Sponsor submitted 1,437,500 Founder (as defined below). 375,000 of the Alignment Shares for cancellation. Of owned by the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are Sponsor being subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Alignment Shares are substantially similar to the shares of Class A Common Stock included in the Units SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereofhereof (the “Warrant Subscription Agreement”), with HAAC Sponsor, LLC (the “Sponsor”) and certain directors of the Company, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the SponsorStatement, pursuant to which the Sponsor and certain directors of the Company agreed to purchase an aggregate of 8,000,000 Warrants 11,333,333 warrants (or up to 8,900,000 Warrants if 12,333,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the UnitsSAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of [Ÿ], 2020 (the date hereof“Registration Rights Agreement”), with the Sponsor Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Founder Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement dated [Ÿ], each dated as of 2020 (the date hereof“Insider Letter”), by and among the Sponsor Sponsor, the Foundation and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.8 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to GC Early Venture in substantially the form filed as Exhibit 10.6 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersPromissory Note”) in exchange for the payment of the equivalent amount by GC Early Venture to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of January 31, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate annual fee of $120,000 for certain administrative and support services.

Appears in 1 contract

Samples: Underwriting Agreement (Health Assurance Acquisition Corp.)

Introductory. Cascade Acquisition Corp.Social Capital Hedosophia Holdings Corp. VI, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 100,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 3,000,000 15,000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of October [●], 2020 (the date hereof“Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of October [●], 2020 (the date hereof“Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 16, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings SCH Sponsor IV LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 28,750,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the Ordinary Shares issuable upon conversion thereof, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares”), up to 750,000 Founder Shares 3,750,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereofOctober [●], in substantially the form filed as Exhibit 10.3 to the Registration Statement 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 11,000,000 warrants (or up to 8,900,000 Warrants 12,500,000 warrants if the underwriter’s over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of October [●], 2020 (the date hereof“Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of October [●], 2020 (the date hereof“Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated October [●], 2020 (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an “Insider Letter”aggregate monthly fee of $10,000 for certain office space, administrative and together, the “Insider Letters”)support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. VI)

Introductory. Cascade Acquisition Corp.American Capital Strategies, Ltd., a Delaware corporation (the “Company”), agrees confirms its agreement with the several Representatives (as defined below) and each of the other Underwriters named in Schedule I A attached hereto and made a part hereof (collectively, the “Underwriters”) with respect to (a) the sale by the Company and purchase by the Underwriters, acting severally and not jointly, of their respective portions of $ • aggregate principal amount of the Company’s • Notes due • (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 26, 2007, by and between the Company, as issuer, and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), for whom you as supplemented by a Supplemental Indenture thereto to be dated as of • (collectively, the “Indenture”). [Underwriter] and [Underwriter] have agreed to act as representatives of each of the several Underwriters (in such capacity, the “Representatives”) are acting in connection with the offering and sale of the Securities. The Company has filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as representativesamended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), a registration statement on Form N-2 for the offer and sale of an aggregate amount of $7,000,000,000 of securities (File No. 333- ), which registration statement became effective on , 2008, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Act, a supplement, dated as of •, to issue and sell the final prospectus dated as of , 2008, relating to the several Underwriters 20,000,000 units Securities and the method of distribution thereof and has previously advised you of all further information (“Units”financial and other) of with respect to the Company (such Units being Securities set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the “Firm SecuritiesRegistration Statement) and also proposes to issue and sell ; such prospectus, in the form in which it was included in the Registration Statement at the time it was declared effective, is hereinafter called the “Basic Prospectus”; such supplement to the UnderwritersBasic Prospectus, at in the option of form in which it will be filed with the UnderwritersCommission pursuant to Rule 497 under the Securities Act, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (is hereinafter called the “Optional SecuritiesProspectus Supplementand, and the Basic Prospectus and Prospectus Supplement together with the Firm Securities, are hereinafter called the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than youProspectus.” The Prospectus, the term Representatives as subject to completion, used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of connection with a public offering is called a “Preliminary Prospectus.” All references in this underwriting agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder ) to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed, as applicable, with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), hereby confirms its agreements with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except Underwriters as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).follows:

Appears in 1 contract

Samples: American Capital Strategies LTD

Introductory. Cascade Acquisition Corp.The Circuit City Credit Card Master Trust (the "Trust"), issues, from time to time, asset backed securities (the "Certificates") in one or more series (each, a Delaware corporation "Series"). Each Certificate evidences a fractional, undivided percentage interest in the Trust. The property of the Trust includes receivables (the “Company”"Receivables") generated from time to time in a portfolio of credit card accounts (the "Accounts"), agrees with the several Underwriters named in Schedule I hereto collections thereon and certain related property (collectively, the “Underwriters”), for whom you (the “Representatives”"Trust Property") are acting as representatives, to issue and sell conveyed to the several Underwriters 20,000,000 units Trust by Tyler International Funding, Inc. (“Units”) of "Tyler Funding" or the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”"Transferor"). The shares of Common Stock and Warrants included in the Units Certificates to which this agreement applies will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having be issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Amended and Restated Master Pooling and Servicing Agreement, dated as of December 31, 2001 (as amended, supplemented or otherwise modified from time to time, the date hereof"Pooling and Servicing Agreement"), with Continental Stock Transfer & Trust Company among the Transferor, First North American National Bank (“CST”"FNANB"), as trusteetransferor under the Prior Agreement (as defined in the Pooling and Servicing Agreement) and as servicer (the "Servicer"), and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the "Trustee"), as supplemented by the supplement relating to each Series (each, a "Supplement"). To the extent not defined herein, capitalized terms used herein shall have the meanings specified in substantially the form filed as Exhibit 10.1 Pooling and Servicing Agreement and the applicable Supplement. Each offering of the Certificates to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be made through you or through you and other underwriters for whom you are acting as representatives or through an underwriting syndicate managed by you. Whenever the “Trust Agreement”), pursuant Transferor determines to make such an offering of Certificates to which certain proceeds from this Agreement shall apply, it will enter into an agreement (the "Terms Agreement") providing for the sale of such Certificates to, and the Private Placement Warrants purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute the Terms Agreement and agree thereby to become obligated to purchase Certificates from the Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as defined belowhave authorized you to enter into such Terms Agreement on their behalf (in each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Certificates offered pursuant to the Registration Statement to you or you and other Underwriters.) and certain proceeds Execution of a Terms Agreement by the Transferor shall be conclusive evidence of the Offering Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of Certificates of each Series and Class of the Certificates to be issued and their terms not otherwise specified in this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Transferor, the aggregate amount of Certificates to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Certificates are to be sold will be deposited and held determined. The Terms Agreement, which shall be substantially in a trust account (the “Trust Account”) for form of Exhibit A hereto, may take the benefit form of the Company, an exchange of any standard form of written communication between or among the Underwriters and the holders Transferor. Each such offering of the Firm Securities and the Optional Securities, if and when issued. The Company has certificates for which a Terms Agreement is entered into a Warrant will be governed by this Agreement, dated as of the date hereofsupplemented by such Terms Agreement, with respect and this Agreement and such Terms Agreement shall inure to the Warrants benefit of and be binding upon the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included Underwriters participating in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as offering of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)such Certificates.

Appears in 1 contract

Samples: Underwriting Agreement (Circuit City Credit Card Master Trust)

Introductory. Cascade VMG Consumer Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of November 10, 2021 (the date hereof“Trust Agreement”), with Continental Stock Transfer & Trust Company Company, LLC (“CSTContinental Stock Transfer & Trust”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of November 10, 2021 (the date hereof“Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST Continental Stock Transfer & Trust will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 1, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade VMG Consumer Acquisition Holdings Holdings, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 5,750,000 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 202025,000 (including the shares of Common Stock issuable upon conversion thereof, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares”), up to 750,000 Founder Shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereofNovember 10, in substantially the form filed as Exhibit 10.3 to the Registration Statement 2021 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 10,500,000 warrants (or up to 8,900,000 Warrants if 11,700,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of November 10, 2021 (the date hereof“Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of November 10, 2021 (the date hereof“Insider Letter”), by and among the Company, the Sponsor and each of the Company’s officers, directors officers and director nomineesdirectors, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.1 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated August 6, 2021 (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to an “Insider Letter”affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, utilities, and together, the “Insider Letters”)secretarial and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (VMG Consumer Acquisition Corp.)

Introductory. Cascade VG Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 40,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 6,000,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof[ l ], 2020, with Continental Stock Transfer & Trust Company Company, as trustee (the CSTTrustee”), as trustee, in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof[ l ], 2020, with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24[ l ], 2020 (the “Founder’s Purchase Agreement”), with Cascade VG Acquisition Holdings Sponsor LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 11,500,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6, 2020, 25,000 (the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up ”). Up to 750,000 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof[ l ], in substantially the form filed as Exhibit 10.3 to the Registration Statement 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 6,666,667 warrants (or up to 8,900,000 Warrants 7,466,667 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof[ l ], 2020, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereof[ l ], 2020, by and among the Sponsor and each of the Company’s officers, directors and director nominees, nominees in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.1 to the Registration Statement (each an the “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (VG Acquisition Corp.)

Introductory. Cascade Acquisition Corp.Portfolio Recovery Associates, Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectivelyhas an authorized capital stock consisting of 2,000,000 shares of preferred stock, the “Underwriters”)$0.01 par value, for whom you (the “Representatives”) are acting of which no shares were outstanding as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) date hereof and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s 30,000,000 shares of Class A common stock, $0.01 par value $0.0001 per share (the “Common Stock”), of which [ ] shares will be outstanding immediately prior to the closing of the offering of shares contemplated by this Agreement. Certain stockholders of the Company (collectively referred to as the “Selling Stockholders” and one-half named in Schedule B) propose to sell in the aggregate 1,700,000 shares (the “Firm Shares”) of one redeemable warrantthe Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), where each whole warrant entitles who are acting severally and not jointly. In addition, the holder Selling Stockholders propose to grant to the Underwriters an option to purchase one share in aggregate up to 255,000 additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Warrant(s)Shares.” Wxxxxxx Xxxxx & Company, L.L.C. has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters hereunder. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Underwriters shall enter into an agreement substantially in the form of Exhibit A 1Plus an option to acquire up to 255,000 additional shares to cover overallotments. hereto (“Pricing Agreement”). The shares Pricing Agreement may take the form of Common Stock an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders and Warrants included the Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Units Shares will not trade separately until be governed by this Agreement, as supplemented by the 52nd day following Pricing Agreement. From and after the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company execution and delivery of the proceeds of Pricing Agreement, this Agreement shall be deemed to incorporate the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesPricing Agreement. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially Selling Stockholders hereby confirm their agreements with the forms filed Underwriters as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).follows:

Appears in 1 contract

Samples: Underwriting Agreement (Portfolio Recovery Associates Inc)

Introductory. Cascade Acquisition Corp.Social Capital Hedosophia Holdings Corp. V, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 70,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 3,000,000 10,500,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24July 16, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings SCH Sponsor IV LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 2,875,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”)Company, for an aggregate purchase price of $25,000. On October 6September 18, 2020, the Sponsor submitted 1,437,500 Founder Company approved a share capitalization resulting in an aggregate of 10,062,500 Class B Shares for cancellationoutstanding as of the date thereof. Of On October 8, 2020, the remaining 5,750,000 Company approved a share capitalization resulting in an aggregate of 20,125,000 Class B Shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), up to 750,000 Founder Shares 2,625,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full)warrants, each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an “Insider Letter”aggregate monthly fee of $10,000 for certain office space, administrative and together, the “Insider Letters”)support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. V)

Introductory. Cascade Acquisition Corp.New Frontier Corporation, a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I I-A and Schedule I-B hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 23,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell grant to the Underwriters, at Underwriters the option to purchase up to 3,450,000 additional units of the Underwriters, an aggregate of not more than 3,000,000 additional Units Company to cover over-allotments allotments, if any (the “Optional Securities” and”), together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”)20 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 or twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation liquidation (as defined belowthe “Liquidation”); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain the proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24April 19, 2020 2018 (the “FounderSponsor’s Purchase Agreement”), with Cascade Acquisition Holdings LLCNew Frontier Public Holding Ltd., a Delaware limited liability Cayman Islands exempted company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 10,750,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Sponsor Founder Shares”), for an aggregate purchase price of $25,000. On October 6The Company has entered into forward purchase agreements (collectively, 2020the “Forward Purchase Agreements”) with the Sponsor and certain investors (the “Anchor Investors”) providing for the sale of 18,100,000 Class A ordinary shares (together, the "Forward Purchase Shares”), plus 4,525,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $181,000,000, or $10.00 per Forward Purchase Share, in a private placement transaction to close concurrently with the closing of the initial Business Combination. As an inducement to the Anchor Investors to enter into the Forward Purchase Agreements, the Sponsor submitted 1,437,500 Founder Shares transferred an aggregate of 2,262,500 Class B ordinary shares of the Company to the Anchor Investors for cancellation. Of no consideration prior to the remaining 5,750,000 date hereof (the “Forward Purchase Anchor Shares” and collectively with the Sponsor Founder Shares, up to 750,000 the “Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercisedShares”). The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants private placement warrants purchase agreement ( the “Warrant Purchase Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, Sponsor pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 6,600,000 warrants (or up to 8,900,000 Warrants 7,290,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”)) at $11.50 per share, for at a price of $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor Sponsor, the Anchor Investors and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among agreements between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.1 to the Registration Statement (the “Insider Letters”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Appears in 1 contract

Samples: Underwriting Agreement (New Frontier Corp)

Introductory. Cascade Acquisition Xxxxxxx Opportunity II Corp., a Delaware corporation Cayman Islands exempted company (formerly known as Wood Hill Opportunity Corp., the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 7,500,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business dayBusiness Day, the following business dayBusiness Day) (unless the Representatives inform the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Purchase Agreement, dated as of August 24February 1, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLCXxxxxxx Associates, L.P., a Delaware limited liability company partnership, and Xxxxxxx International, L.P., a Cayman Islands limited partnership (collectively, the “Initial Shareholders”), pursuant to which the Initial Shareholders purchased an aggregate of 10,062,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000, and the Company subsequently issued to the Initial Shareholders an additional 4,312,500 Class B ordinary shares, par value $0.0001 per share (including the Ordinary Shares issuable upon conversion thereof, collectively, the “Founder Shares”). Subsequently, the Initial Shareholders entered into a Securities Assignment Agreement, dated as of March 2, 2021 (the “Founder’s Assignment Agreement”), with Xxxxxxx Opportunity Sponsor II L.P., a Delaware limited partnership (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stockInitial Shareholders sold, par value $0.0001 per share, of assigned and transferred the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellationto the Sponsor. Of the remaining 5,750,000 Founder Shares, up Up to 750,000 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Warrant Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 9,333,333 warrants (or up to 8,900,000 Warrants if 10,333,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), for $1.00 1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Shareholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of (i) the Private Placement Warrants and Warrants, (ii) the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and (iii) the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain letter agreementsa Letter Agreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and 10.8 Exhibit 10.8, to the Registration Statement Statement. The Company has entered into an Administrative Services Agreement, dated the date hereof (each an “Insider Letter”, and together, the “Insider LettersAdministrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Elliott Opportunity II Corp.)

Introductory. Cascade Acquisition Corp.Landcadia Holdings IV, Inc., a Delaware corporation (the “Company”), agrees with proposes, upon the several Underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 50,000,000 units of the Company (such the “Units”). The 50,000,000 Units being hereinafter to be sold by the Company are called the “Firm Securities”) and also proposes to issue and sell .” In addition, the Company has granted to the Underwriters, at the Underwriters an option of the Underwriters, to purchase up to an aggregate of not more than 3,000,000 additional 7,500,000 Units as provided in Section 2. The additional 7,500,000 Units to cover over-allotments (be sold by the Company pursuant to such option are collectively called the “Optional Securities.The Firm Securities and, together with if and to the Firm Securitiesextent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jxxxxxxxx LLC (“Jefferies”) has agreed to act as set forth representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as Underwriters, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock”), and one-half quarter of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business dayas defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of 30 days after the completion of the Company’s an initial Business Combination (as defined below) and or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)businesses.

Appears in 1 contract

Samples: Underwriting Agreement (Landcadia Holdings IV, Inc.)

Introductory. Cascade Acquisition Corp., a Delaware corporation (Subject to the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectivelyterms and conditions contained herein, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the UnderwritersUnderwriters 1,150,000 Units (the "Units"), at comprised of 1,150,000 shares of common stock (the "Common Stock") and 1,150,000 redeemable warrants (the "Warrants"). The Common Stock and Warrants shall be immediately separately transferable and the Units shall not be listed for trading on the Nasdaq SmallCap Market. For the purpose of this Agreement, references hereinafter to Common Stock and Warrants shall be deemed to include, where appropriate, the Units. In addition, solely for the purpose of covering over-allotments, the Company grants to the Representative the option of the Underwriters, to purchase up to an aggregate of not more than 3,000,000 additional 172,500 Units to cover over-allotments (the “Optional "Additional Securities” and"), which option to purchase shall be exercisable, in whole or in part, from time to time during the forty-five (45) day period commencing on the date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "Effective Date") by the Securities and Exchange Commission (the "Commission"). Unless otherwise noted, the Common Stock, together with the Firm Securitiesadditional 172,500 shares of Common Stock issuable on exercise of the over-allotment option, is referred to hereinafter as the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, "Common Stock" and the term Underwriter shall mean either Warrants and the singular or plural 172,500 Warrants issuable on exercise of the over-allotment option are referred to hereinafter as the context requires"Warrants". Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles Two Warrants will entitle the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day"Warrant Share") unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share9.00 during the thirty-six (36) month exercise period of the Warrants, subject to adjustmentthe Company's right of redemption. The Warrants may be redeemed by the Company commencing one year from the Effective Date of the Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of $.05 per Warrant provided the closing bid price for the Company's Common Stock is at least 125% of the exercise price of the Warrant during each day of the twenty (20) trading day period ending five days preceding the date of the written notice. During the one year period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used hereinEffective Date, the term “Business Combination” (as described more fully in Company shall not lower the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise price of the Warrants and without the Private Placement WarrantsRepresentative's prior consent, which will not be unreasonably withheld. The terms and provisions of the Warrants shall be governed by a warrant agreement between the Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 and its transfer agent (the “Founder’s Purchase "Warrant Agreement"), with Cascade Acquisition Holdings LLCwhich Warrant Agreement will contain, a Delaware limited liability company (among other provisions, anti-dilution protection for warrant holders on terms acceptable to the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercisedRepresentative. The Founder Shares Common Stock, Warrants and Additional Securities are substantially similar to the shares of Common Stock included in the Units except as more fully described in the Registration StatementProspectus referred to below. All references to the Company below shall be deemed to include, where appropriate, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase AgreementCompany's subsidiaries, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”)any.

Appears in 1 contract

Samples: Multi Link Telecommunications Inc

Introductory. Cascade Gateway Strategic Acquisition Corp.Co., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 4,500,000 additional Units units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Ordinary Share (the “Warrant(s)”). The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. 1 Plus an option to purchase from the Company up to 4,500,000 additional Units to cover over-allotments. The Company has entered into an Investment Management investment management trust agreement, dated the date hereof (the “Trust Agreement, dated as of the date hereof”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a warrant agreement, dated the date hereof (the “Warrant Agreement, dated as of the date hereof”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreementsecurities subscription agreement, dated as of August 24February 11, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Gxx Capital Acquisition Holdings LLCCo., a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of 8,625,000 Class B common stockordinary shares, par value $0.0001 per share, of the Company (the Sponsor Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares 1,125,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares exercised for an aggregate purchase price of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus$25,000. The Company has entered into a Private Placement Warrants Purchase Agreementprivate placement warrants purchase agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 5,333,333 warrants (or up to 8,900,000 Warrants if 5,933,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in full)exercised) at a price of $1.50 per Private Placement Warrant, each entitling the holder holder, upon exercise, to purchase one share of Common Stock Ordinary Share (the “Private Placement Warrants”), ) for $1.00 11.50 per Private Placement Warrantshare. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into forward purchase agreements (collectively, the “Forward Purchase Agreements”) with certain investors (the “Anchor Investors”) providing for the sale of 11,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 2,750,000 redeemable warrants (the “Forward Purchase Warrants” and together with the Forward Purchase Shares, the “Forward Purchase Units”), for an aggregate purchase price of $110,000,000, or $10.00 per Forward Purchase Share, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Company has also issued 2,750,000 additional Class B ordinary shares to the Sponsor, which represents the adjustment to the ratio applicable to the conversion of the Class B ordinary shares that the Sponsor would have been entitled to at the closing of the initial Business Combination as a result of the issuance of 2,750,000 additional Class A ordinary shares under the Forward Purchase Agreements. As an inducement to the Anchor Investors to enter into the Forward Purchase Agreements, the Sponsor transferred an aggregate of 1,375,000 Class B ordinary shares of the Company to the Anchor Investors for no consideration prior to the date hereof (the “Forward Purchase Anchor Shares” and collectively with the Sponsor Founder Shares, the “Founder Shares”). The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and Stockholder the Prospectus. The Company has entered into a registration and shareholder rights agreement, dated the date hereof (the “Registration Rights Agreement, dated as of the date hereof”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. Pursuant to the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibits 10.7 and Exhibit 10.1 to the Registration Statement. The Company will enter into an administrative services agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (each Statement, pursuant to which the Company will pay to the Sponsor an “Insider Letter”aggregate monthly fee of $10,000 for office space, utilities, secretarial and together, the “Insider Letters”)administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Gateway Strategic Acquisition Co.)

Introductory. Cascade Acquisition B Capital Technology Opportunities Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, proposes to issue and sell to Credit Suisse Securities (USA) LLC (the several Underwriters 20,000,000 “Underwriter”) 30,000,000 units (the “Units”) of the Company (such Company. The amount of Units being hereinafter called to be so purchased by the Underwriter is set forth opposite its name on Schedule I hereto and are referred to as the “Firm Securities”) and . The Company also proposes to issue and sell grant to the Underwriters, at Underwriter the option of the Underwriters, an aggregate of not more than 3,000,000 to purchase up to 4,500,000 additional Units to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, The Firm Securities and the term Underwriter shall mean either Optional Securities are herein collectively called the singular or plural as the context requires. “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 21 20 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each warrant (the “Warrants”). Each whole warrant Warrant entitles the holder of such Warrant to purchase one share Ordinary Share from the Company at a price of Common Stock (the “Warrant(s)”)$11.50, subject to adjustment, per Ordinary Share. The shares of Common Stock Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (Prospectus, or, if such date is not a business dayBusiness Day, the following business day) Business Day, unless the Representatives inform Underwriter informs the Company of their its decision to allow earlier separate trading, subject to (a) the Company’s preparation filing by the Company of a Current Report on Form 8-K that includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) and the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K issuance by the Company that includes such audited balance sheet and (c) the Company having issued of a press release announcing when such separate trading will begin. Each Only whole Warrants will trade and, pursuant to the Warrant Agreement (as defined below), only a whole Warrant entitles its holder, may be exercised. No fractional Warrants will be issued upon exercise, to purchase one share separation of Common Stock at a price of $11.50 per share, subject to adjustment, the Units. The Warrants shall become exercisable during the period commencing on the later of 30 of: (i) thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 (ii) twelve (12) months from the date of the consummation of the Offering Offering, and terminating such Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination Combination, or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereofLiquidation. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of involving the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.7 and 10.8 to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Appears in 1 contract

Samples: Underwriting Agreement (B Capital Technology Opportunities Corp.)

Introductory. Cascade Cxxxxxx Acquisition Corp.Co., a Delaware corporation Cayman Islands exempted company (the “Company”), agrees with the several Underwriters underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 10,000,000 units (“Units”) of the Company (such Units said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 1,500,000 additional Units of the Company to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of 23 to this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stockordinary share, par value $0.0001 per share share, of the Company (the Common StockClass A Ordinary Share”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock Class A Ordinary Share (the “Warrant(s)”). The shares of Common Stock Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet sheet, and (c) the Company having issued a press release announcing when such separate trading will beginbegin (unless the Representative informs the Company of its decision to allow earlier separate trading). No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole number of Warrants Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereofhereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trusteetrustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement (the “Trust Agreement”)Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of August 24April 8, 2020 2021 (the “Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLCChenghe Investment Co., a Delaware Cayman Islands exempted company with limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stockordinary shares, par value approximately $0.0001 0.003 per share, of the Company (the “Founder Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares), ) for an aggregate purchase price of $25,00025,000 . On October 6June 20, 20202021 and December 28, 2021, respectively, the Sponsor submitted surrendered and forfeited to us 1,437,500 Founder Shares for cancellation. Of no consideration, following which, the remaining 5,750,000 Sponsor held 4,312,500 Founder Shares. On March 29, 2022, the Sponsor further surrendered and forfeited to us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 2,875,000 founder shares, of which up to 750,000 375,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The On March 30, 2022, the Sponsor transferred an aggregate of 177,439 of its Founder Shares are substantially similar to the shares our independent director nominees and advisory board member, for their board and advisory services, in each case for no cash consideration. Out of Common Stock included these 177,439 Founder Shares transferred to our independent director nominees and advisory board member, 110,000 Founder Shares will not be subject to forfeiture in the Units except as described in event the Registration Statement, the Statutory Prospectus and the Prospectusunderwriters’ over-allotment option is not exercised. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 Warrants 7,000,000 warrants (or up to 8,900,000 Warrants if 7,750,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one share Class A Ordinary Share at a price of Common Stock $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Warrant Agreement, Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated as of the date hereofhereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement (the “Registration Rights Agreement”)Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and Warrants, the shares of Common Stock Class A Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain a letter agreementsagreement, each dated as of the date hereofhereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nomineesnominees and members of the Company’s advisory board, in substantially the forms form filed as Exhibits 10.7 Exhibit 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note on April 8, 2021 (as amended on January 27, 2022) for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 and 10.8 Exhibit 10.9 to the Registration Statement (each an “Insider Letter”, and together, the “Insider LettersPromissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2022 or the date of the closing of the Offering. The Company has entered into an Administrative Services Agreement, dated as of April 27, 2022 (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Company will pay to the Sponsor a monthly fee of up to $15,000 for office space, utilities, secretarial and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Chenghe Acquisition Co.)

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