Payment of Deferred Discount. Upon the consummation of an initial Business Combination, the Company will pay to the Representative, on behalf of the Underwriters, the Deferred Discount. Payment of the Deferred Discount will be made out of the proceeds of the Offering held in the Trust Account, and, concurrent with any transfer of the funds held in the Trust Account to the Company or any other person, the Company will instruct CST to transfer the Deferred Discount to the Representative in the same percentages of the total number of Shares such Representative purchased and as set forth in Schedule A hereto. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within 15 months from the closing of the Offering (subject to six one-month extensions provided the Sponsor deposits an additional $0.033 per share into the Trust Account for any month so extended) (or such later date as may be approved by the Company’s stockholders), the Deferred Discount will not be paid to the Representative and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Stockholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount.
Appears in 2 contracts
Samples: Underwriting Agreement (LF Capital Acquisition Corp. II), Underwriting Agreement (LF Capital Acquisition Corp. II)
Payment of Deferred Discount. Upon the consummation of an the initial Business Combination, the Company will pay to the Representative, on behalf of the Underwriters, the Deferred Discount. Payment of the Deferred Discount will be made out of the proceeds of the Offering held in the Trust Account, and, and the Company will instruct CST to transfer the Deferred Discount to the Representative concurrent with any transfer of the funds held in the Trust Account to the Company or any other person, the Company will instruct CST to transfer the Deferred Discount to the Representative in the same percentages of the total number of Shares such Representative purchased and as set forth in Schedule A hereto. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within 15 months from the closing time period set forth in the Amended and Restated Certificate of the Offering (subject to six one-month extensions provided the Sponsor deposits an additional $0.033 per share into the Trust Account for any month so extended) (or such later date as may be approved by the Company’s stockholders)Incorporation, the Deferred Discount will not be paid to the Representative and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Stockholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount. The Deferred Discount shall be split among the Underwriters in the same percentages of the total number of the Offered Securities such Underwriter purchased as set forth in Schedule A hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (EQ Health Acquisition Corp.), Underwriting Agreement (EQ Health Acquisition Corp.)