Purchase of the Units. (a) The Company agrees to issue and sell the Firm Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the Underwriters to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on , 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 3 contracts

Samples: Underwriting Agreement (Patria Latin American Opportunity Acquisition Corp.), Underwriting Agreement (Patria Latin American Opportunity Acquisition Corp.), Underwriting Agreement (Patria Latin American Opportunity Acquisition Corp.)

Purchase of the Units. (ai) ~~The Company agrees to issue and sell the Firm Units~~ Subject to the ~~several Underwriters as provided in this underwriting agreement~~ satisfaction (~~this “Agreement”), and each Underwriter, on the basis~~ or waiver) of ~~the representations, warranties and agreements set forth herein and subject to~~ the conditions set forth ~~herein~~in Sections 5 and 6 below, ~~agrees~~the Company shall hold a closing in which it shall issue and sell and the applicable Buyer shall purchase, ~~severally and~~ the Units (the “Closing”). (ii) After the Closing, a prospective Buyer’s execution of the signature page of this Agreement shall constitute its offer to purchase the Units (the “Subscription”). The Company may accept or reject the Subscription from any Buyer, in whole or in part in its sole discretion. The Company’s written execution of acceptance of the Subscription shall constitute a binding agreement to sell the Units to such Buyer. The Company shall notify each Buyer of the portion, if any, of such Buyer’s offer which has been accepted and, if any portion of a Buyer’s offer is rejected, shall cause the Escrow Agent to refund to such Buyer the purchase price paid by the Buyer for the Units with respect to which such Buyer’s Subscription was rejected, if any. (iii) At the Closing, each Buyer severally, but not jointly, to shall purchase ~~at a price per unit of $9.80 (the “Purchase Price”)~~ from the Company the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the Underwriters to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below), a certain amount in Units as set forth opposite such Buyer’s name in column 3 on the Schedule of Buyers. ~~Any such notice shall be given at least two business days prior~~ Prior to the Closing, the Company shall deliver to Xxxxxxxxxx & Xxxxx LLP, in trust as escrow agent, the certificates for the Common Stock and Warrants underlying the Units to be purchased by the Buyers at the Closing, each registered in such name or names as each Buyer may designate, with instructions that such certificates for the Common Stock and Warrants are to be held for release to such Buyers only upon payment in full of the Purchase Price to the Company by such Buyers as set forth in Section 1(b) hereof. (iv) The date and time of ~~delivery specified therein. (c) In addition to~~ the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder Closing (the “~~Deferred Discount~~Closing Date”) shall be 10:00 a.m., Pacific Time, on the date hereof (or such later date as is mutually agreed to by the Company and each Buyer). The ~~Deferred Discount will be paid directly~~ Closing shall occur after notification of satisfaction (or waiver) of the conditions to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms Closing set forth in ~~the Pricing Disclosure Package. The Company acknowledges~~ Sections 5 and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, 6 below at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxxxxxx & ~~Bxxxxxxx~~ Xxxxx LLP, ~~400 Xxxxxxxxx Xxxxxx~~00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx ~~Xxxx~~Xxxxxxx, XX 00000 at 10:00 A.M. New York City time on , 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to Xxxxxxxxxx 00000. (v) The aggregate purchase such Option Units. The Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment price for the Units to be purchased on by each Buyer at the Closing ~~Date or~~ (the ~~Additional Closing Date, as the case may be,~~ “Purchase Price”) shall be ~~made against delivery to~~ the ~~Representatives for the respective accounts~~ amount set forth opposite such Buyer’s name in column (4) of the ~~several Underwriters~~ Schedule of ~~the Units~~ Buyers. Each Buyer shall pay $0.99 for each Unit to be purchased on by such ~~date in definitive or book-entry form registered in such names and in such denominations as~~ Buyer at the ~~Representatives shall request in writing not later than two full business days prior to~~ Closing. For purposes of this Agreement, “Initial Market Price” means the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company volume weighted average price (“~~DTC~~VWAP”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, ’s common stock over the ~~transactions contemplated hereby or other matters relating~~ ten (10) trading day period prior to ~~such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company~~close.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Composite Technology Corp), Securities Purchase Agreement (Composite Technology Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the Firm Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $~~9.80~~ 9.801 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of ~~Sxxxxxx~~ Xxxxxxx Xxxxxxx & ~~Bxxxxxxx~~ Xxxxxxxx LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 2 contracts

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

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (~~as defined below~~unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives, on behalf of the Underwriters,~~ Representative by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The ~~Underwriters~~ Representative hereby ~~agree~~ agrees that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the ~~Underwriters~~ Representative will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) Notwithstanding anything to the contrary herein, the Underwriters hereby agree to reimburse the Company for certain expenses incurred by the Company in connection with the Offering in an amount equal to $0.165 per Unit (including both Underwritten Units and Option Units) (the “Reimbursement Amount”) in two parts: (i) The first part of the Reimbursement Amount, equal to $0.06 per Unit, shall be paid to the Company in cash or immediately available funds on the Closing Date (or, with respect to any Option Units, the date on which the Company delivers such Option Units to the Underwriters). (ii) The second part of the Reimbursement Amount, equal to $0.105 per Unit, shall be paid to the Company in cash or immediately available funds on the date (if any) on which the Trustee pays the Deferred Discount to the Underwriters. For the avoidance of doubt, if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the Public Stockholders and no Deferred Discount is paid to the Underwriters, this second part of the Reimbursement Amount shall not be due and payable. (e) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ef) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx~~ Proskauer Rose LLP, ~~400 Xxxxxxxxx~~ Eleven Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (fg) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Kimbell Tiger Acquisition Corp), Underwriting Agreement (Kimbell Tiger Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Kensington Capital Acquisition Corp. V), Underwriting Agreement (Kensington Capital Acquisition Corp. V)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 ‎10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section ‎10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxx Xxxx & ~~Bxxxxxxx~~ Xxxxxxxx London LLP, ~~400 Xxxxxxxxx~~ 0 Xxxxxxxxxxxx Xxxxxx, ~~Xxx Xxxx~~Xxxxxx XX0X 0XX, ~~XX 00000~~ Xxxxxx Xxxxxxx, at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Frontier Investment Corp), Underwriting Agreement (Frontier Investment Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this ~~underwriting agreement (this “~~Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (~~as defined below~~unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxx & ~~Bxxxxxxx LLP~~Xxxxxx L.L.P., ~~400 Xxxxxxxxx~~ 0000 Xxxxxx Xxxxxx, ~~Xxx Xxxx~~Suite 2500, ~~XX 00000~~ Houston, Texas 77002 at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (fe) The Company acknowledges and agrees that (i) the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person, (ii) the Offering contemplated hereby does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters and (iii) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, ~~accounting~~ accounting, financial or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Arena Fortify Acquisition Corp.), Underwriting Agreement (Arena Fortify Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx~~ 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx ~~Xxxx~~Xxxxxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 2 contracts

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

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Shearman & ~~Bxxxxxxx~~ Sterling LLP, ~~400~~ 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at ~~10:00~~ [•] A.M. New York City time on [•], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Spring Valley Acquisition Corp.), Underwriting Agreement (Spring Valley Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this ~~underwriting agreement (this “~~Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxx, Xxxx & ~~Bxxxxxxx~~ Xxxxxxxx LLP, ~~400 Xxxxxxxxx~~ 000 Xxxx Xxxxxx, ~~Xxx Xxxx~~Xxxxx 0000, XX Xxxxxxx, Xxxxx 00000 at 10:00 ~~A.M.~~ a.m., New York City time on [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (e) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Memorandum and Articles of Association (as defined below), as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Units sold pursuant to this Agreement, (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (f) The Company acknowledges and agrees that (i) the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person, (ii) the Offering contemplated hereby does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, and (iii) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, ~~accounting~~ accounting, financial or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 2 contracts

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

Purchase of the Units. (a) The Company agrees to issue and sell the Firm Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Ellenoff Gxxxxxxx & ~~Bxxxxxxx~~ Schole LLP, ~~400 Xxxxxxxxx Xxxxxx~~1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Graf Acquisition Corp. III), Underwriting Agreement (Graf Acquisition Corp. II)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on August 7, ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (BowX Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s amended and restated memorandum and articles of association (the “Charter”), as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Shearman & ~~Bxxxxxxx~~ Sterling LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at ~~10:00~~ [⦁] A.M. New York City time on [⦁], ~~2022,~~ 2022 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Spring Valley Acquisition Corp. II)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx~~ Xxxx Xxxxxxxx LLP, ~~400 Xxxxxxxxx~~ 000 Xxxxx Xxxxxx Xxxxxx., Xxxxxx-Xxxxx Xxxxx, Xxx ~~Xxxx~~Xxxxxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on January 12, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Global Synergy Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Skadden, Arps, Slate, Mxxxxxx & ~~Bxxxxxxx~~ Fxxx LLP, ~~400~~ Oxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on November [__], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (e) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (DP Cap Acquisition Corp I)

Purchase of the Units. (a) The Company agrees to issue and sell the Firm Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”), provided, that, up to 30% of the Deferred Discount may be paid at the Company’ sole discretion in allocations determined by the Company to the Underwriters and/or to third parties not participating in this offering (but who are members of FINRA) that assist the Company in consummating its initial business combination. The remaining 70% of the Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ White & ~~Bxxxxxxx~~ Case LLP, ~~400 Xxxxxxxxx Xxxxxx~~0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on March [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (SOAR Technology Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (FAST Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Shareholder on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at ~~the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at~~ 10:00 ~~A.M.~~ a.m. New York City time on [____ __], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that in connection with the offering of the Units: (i) the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person~~. Additionally~~, and owe no fiduciary duties to, the Company or any other person; (ii) neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; (iii) the Representatives and the other Underwriters owe the Company only those duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any; (iv) the Representatives and the other Underwriters may have interests that differ from those of the Company; and (v) none of the activities of the Representatives and the other Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Units.

Appears in 1 contract

Samples: Underwriting Agreement (Games & Esports Experience Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx LLP~~Xxxxxxxx Xxxxxx, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on _______, ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Golden Falcon Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the Firm Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx Xxxxxx~~000 X Xxxxx Xxx, Xxxxx 0000, Xxx ~~Xxxx~~Xxxxxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Supernova Partners Acquisition Co III, Ltd.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Company will not be required to pay, whether directly or indirectly, the Deferred Discount, (ii) the Underwriters will not be entitled to receive and will forfeit any rights or claims to the Deferred Discount and (iiiii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxx & ~~Bxxxxxxx LLP~~Xxxxxx L.L.P., ~~400 Xxxxxxxxx~~ 0000 Xxxxxx Xxxxxx, ~~Xxx Xxxx~~Suite 2500, ~~XX 00000~~ Houston, Texas 77002 at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Shelter Acquisition Corp I)

Purchase of the Units. (a) The ~~Company~~ Partnership agrees to issue and sell the ~~Firm~~ Underwritten Units to the ~~several~~ Underwriters as provided in this ~~underwriting agreement (this “~~Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase ~~at a price per unit of $9.80 (the “Purchase Price”)~~ from the ~~Company~~ Partnership the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 ~~hereto.~~ hereto at a price per unit (bthe “Purchase Price”) of $9.50. In addition, the ~~Company~~ Partnership agrees to issue and sell the Option Units to the ~~several~~ Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the ~~Company~~ Partnership the Option Units at ~~a price per unit of $9.80~~ the Purchase Price less an amount per unit equal to any dividends or distributions declared by the ~~Company~~ Partnership and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the ~~Company~~ Partnership by the ~~several~~ Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ thirtieth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the ~~Company~~Partnership. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as ~~defined below~~hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (db) The ~~Company~~ Partnership understands that the Underwriters intend to make a public offering of the Units (as soon after the ~~“Offering”)~~effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The ~~Company~~ Partnership acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ec) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the ~~Company~~ Partnership to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxxxx & ~~Bxxxxxxx~~ Xxxxxxxx LLP, ~~400 Xxxxxxxxx~~ 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, ~~XX 00000~~ Xxx Xxxx 00000, at 10:00 ~~A.M.~~ A.M., New York City ~~time~~ time, on November 23, ~~2022~~2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the ~~Company~~ Partnership may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The ~~Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The~~ time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the ~~several~~ Underwriters of the Units to be purchased on such date in definitive ~~or book-entry~~ form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the ~~Company~~Partnership. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (fd) The ~~Company~~ Partnership acknowledges and agrees that the ~~Representatives and the other~~ Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the ~~Company~~ Partnership with respect to the ~~Offering~~ offering of Units contemplated hereby (including in connection with determining the terms of the ~~Offering~~offering) and not as a financial advisor or a fiduciary to, or an agent of, the ~~Company~~ Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the ~~Company~~ Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The ~~Company~~ Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and ~~neither~~ the ~~Representatives nor the other~~ Underwriters shall have ~~any~~ no responsibility or liability to the ~~Company~~ Partnership with respect thereto. Any review by the ~~Representatives and the other~~ Underwriters of the ~~Company~~Partnership Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the ~~Company~~Partnership.

Appears in 1 contract

Samples: Underwriting Agreement (Emerge Energy Services LP)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least ~~two~~ one business ~~days~~ day prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx LLP~~Xxxxxxxxx Xxxxxxx, ~~400 Xxxxxxxxx Xxxxxx~~LLP at 0000 Xxxxxx Xxxxxxxxx, ~~Xxx Xxxx~~Xxxxx 0000, ~~XX 00000~~ XxXxxx, VA, 22102 at 10:00 A.M. New York City time on February 8, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (e) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (McAp Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx Xxxxxx~~000 X Xxxxx Xxx, Xxxxx 0000, Xxx ~~Xxxx~~Xxxxxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on November 26, ~~2022~~2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (CHP Merger Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (~~as defined below~~unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives, on behalf of the Underwriters,~~ Representative by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The ~~Underwriters~~ Representative hereby ~~agree~~ agrees that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the ~~Underwriters~~ Representative will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) Notwithstanding anything to the contrary herein, the Underwriters hereby agree to reimburse the Company for certain expenses incurred by the Company in connection with the Offering in an amount equal to $0.20 per Unit (including both Underwritten Units and Option Units) (the “Reimbursement Amount”) in two parts: (i) The first part of the Reimbursement Amount, equal to $0.095 per Unit, shall be paid to the Company in cash or immediately available funds on the Closing Date (or, with respect to any Option Units, the date on which the Company delivers such Option Units to the Underwriters). (ii) The second part of the Reimbursement Amount, equal to $0.105 per Unit, shall be paid to the Company in cash or immediately available funds on the date (if any) on which the Trustee pays the Deferred Discount to the Underwriters. For the avoidance of doubt, if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the Public Stockholders and no Deferred Discount is paid to the Underwriters, this second part of the Reimbursement Amount shall not be due and payable. (e) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ef) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx~~ Proskauer Rose LLP, ~~400 Xxxxxxxxx~~ Eleven Txxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on February 8, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (fg) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Kimbell Tiger Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxx Xxxx & ~~Bxxxxxxx~~ Xxxxxxxx, LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Population Health Investment Co., Inc.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional ~~Units~~ units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per ~~Unit~~ unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Company and the Representatives agree that up to 1/7th (one-seventh) of the Deferred Discount ~~will~~ (the “Jumpball Amount”) may be transferred by the Trustee, from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination, at the Company’s sole discretion to a third-party advisor that is not participating in the offering (including Xxxxxxx & Partners Securities, LLC which is affiliated with the Sponsor) that assists the Company in identifying or consummating its initial business combination. The Company and the Representatives hereby agree that the remaining amount of the Deferred Discount after subtracting out the Jumpball Amount (such amount, if any, the “Remaining Discount”) shall be paid directly to each of the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination, in such amounts as described in the following sentence. RBC Capital Markets, LLC shall receive such portion of the Remaining Discount that is 60% of the Remaining Discount and Cantor Xxxxxxxxxx & Co. shall receive such portion that is 40% of the Remaining Discount. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Public Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Public Units (the “Offering”), and initially to offer the Public Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Public Units to or through any affiliate of an Underwriter. (e) Payment for the Public Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx Xxxxxx~~000 Xxxxxxxxxx Xxx., ~~Xxx~~ 00xx Xxxxx, Xxxx Xxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Public Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Public Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Public Units duly paid by the Company. Delivery of the Public Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Delwinds Insurance Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxxxx & ~~Bxxxxxxx~~ Xxxxx LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Empower Ltd.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 ‎10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section ‎10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxx Xxxx & ~~Bxxxxxxx~~ Xxxxxxxx, LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on March 5, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Isos Acquisition Corp.)

Purchase of the Units. (a) ~~The Company~~ Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to ~~issue and~~ sell ~~the Firm Units~~ to ~~the several Underwriters as provided in this underwriting agreement (this “Agreement”)~~each Underwriter, and each ~~Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein,~~ Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $ per ~~unit~~ Unit, the amount of ~~$9.80 (~~the ~~“Purchase Price”) from the Company the respective number of~~ Firm Units set forth opposite such Underwriter’s name in Schedule 1 II hereto. (b) ~~In addition~~Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the ~~Company agrees to issue and sell the Option Units~~ Partnership hereby grants an option to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, ~~from~~ up to ___Option Units at the ~~Company~~ same purchase price per Unit as the Underwriters shall pay for the Firm Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written or facsimile notice by the representative to the Partnership setting forth the number of units underlying the Option Units ~~at a price per unit of $9.80 less an amount per unit equal~~ as to ~~any dividends or distributions declared by~~ which the ~~Company~~ several Underwriters are exercising the option and ~~payable on~~ the ~~Firm Units but not payable on the Option Units~~settlement date. ~~If any Option Units are to be purchased, the~~ The number of units underlying the Option Units to be purchased by each Underwriter shall be the same percentage of the total number of units of the Option Units ~~which bears the same ratio~~ to ~~the aggregate number of Option Units being~~ be purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several ~~Underwriters~~Underwriters as such Underwriter is purchasing of the Firm Units, ~~subject, however,~~ subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the Underwriters to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinunits. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on , 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company Partnership shall not be obligated to ~~sell or~~ deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be ~~purchased~~ delivered on ~~the Closing Date or the Additional Closing~~ any Delivery Date, as the case may be, ~~shall be made against delivery to the Representatives~~ except upon payment for ~~the respective accounts of the several Underwriters of~~ all the Units to be purchased on such ~~date in definitive or book-entry form registered in such names and in such denominations~~ Delivery Date as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructprovided herein. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Enterprise Products Operating L P)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates ~~an initial~~ a Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxxxx & ~~Bxxxxxxx~~ Xxxxx LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Transformational CPG Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $~~9.80~~ 9.85 (the “Purchase Price”) (inclusive of the Deferred Discount, the price per Unit shall be $9.55) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $~~9.80~~ 9.85 (inclusive of the Deferred Discount, the price per Unit shall be $9.55) less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Option Units shall be identical in all respects to the Underwritten Units. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.30 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx~~ Hxxxxx and Bxxxx, LLP, ~~400 Xxxxxxxxx Xxxxxx~~30 Xxxxxxxxxxx Xxxxx 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Trailblazer Merger Corp I)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at ~~a price per unit of $9.80~~ the Purchase Price less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 ‎10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section ‎10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Dxxxx Xxxx & ~~Bxxxxxxx~~ Wxxxxxxx, LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on November 2, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Project Energy Reimagined Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 ‎10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section ‎10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxx Xxxx & ~~Bxxxxxxx~~ Xxxxxxxx, LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Isos Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxx Xxxx & ~~Bxxxxxxx~~ Xxxxxxxx, LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on April [__], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that in connection with the offering of the Units: (i) the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person~~. Additionally~~, and owe no fiduciary duties to, the Company or any other person; (ii) neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; (iii) the Representatives and the other Underwriters owe the Company only those duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any; (iv) the Representatives and the other Underwriters may have interests that differ from those of the Company; and (v) none of the activities of the Representatives and the other Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Skydeck Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx~~ Xxxx Xxxxxxxx LLP, ~~400 Xxxxxxxxx~~ 000 Xxxxx Xxxxxx Xxxxxx., Xxxxxx-Xxxxx Xxxxx, Xxx ~~Xxxx~~Xxxxxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Global Synergy Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 ‎10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section ‎10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxx Xxxx & ~~Bxxxxxxx~~ Xxxxxxxx, LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on [·], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Hamilton Lane Alliance Holdings I, Inc.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at ~~a price per unit of $9.80~~ the Purchase Price less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 ‎10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section ‎10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Dxxxx Xxxx & ~~Bxxxxxxx~~ Wxxxxxxx, LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on [·], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Consonance-HFW Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional ~~Units~~ units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per ~~Unit~~ unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Company and the Representative agree that up to $0.175 of the Deferred Discount ~~will~~ (the “Jumpball Amount”) may be transferred by the Trustee, from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination, at the Company’s sole discretion, after consultation with the Representative, to a third-party advisor that is not participating in the Offering that assists the Company in identifying or consummating its initial Business Combination. The Company and the Representative hereby agree that the remaining amount of the Deferred Discount after subtracting the Jumpball Amount shall be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Public Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Public Units (the “Offering”), and initially to offer the Public Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Public Units to or through any affiliate of an Underwriter. (e) Payment for the Public Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Shearman & ~~Bxxxxxxx~~ Sterling LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on February 11, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Public Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Public Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Public Units duly paid by the Company. Delivery of the Public Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. The Company further acknowledges and agrees that the purchase and sale of the Public Units pursuant to this Agreement does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, financial, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. None of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

Appears in 1 contract

Samples: Underwriting Agreement (Crown PropTech Acquisitions)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s amended and restated memorandum and articles of association (the “Charter”), as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. For the avoidance of doubt, the obligations of each Underwriter under this agreement shall be fully satisfied upon the payment of the purchase price for the Offered Securities purchased by such Underwriter on the Closing Date or the Additional Closing Date without any further conditions. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Shearman & ~~Bxxxxxxx~~ Sterling LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at ~~10:00~~ [•] A.M. New York City time on [•], ~~2022,~~ 2022 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Spring Valley Acquisition Corp. II)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $~~9.80~~ 9.45 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $~~9.80~~ 9.45 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto ~~(or such number increased as set forth in Section 10 hereof)~~ bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below)) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ King & ~~Bxxxxxxx~~ Spalding LLP, ~~400 Xxxxxxxxx Xxxxxx~~0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (fe) The Company acknowledges and agrees that the ~~Representatives~~ Representative and ~~the~~ all other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other ~~Underwriter is~~ Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor ~~the~~ any other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and ~~the~~ any other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Bombax Healthcare Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (~~as defined below~~unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives, on behalf of the Underwriters,~~ Representative by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The ~~Underwriters~~ Representative hereby ~~agree~~ agrees that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the ~~Underwriters~~ Representative will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) Notwithstanding anything to the contrary herein, the Underwriters hereby agree to reimburse the Company for certain expenses incurred by the Company in connection with the Offering in an amount equal to $0.165 per Unit (including both Underwritten Units and Option Units) (the “Reimbursement Amount”) in two parts: (i) The first part of the Reimbursement Amount, equal to $0.095 per Unit, shall be paid to the Company in cash or immediately available funds on the Closing Date (or, with respect to any Option Units, the date on which the Company delivers such Option Units to the Underwriters). (ii) The second part of the Reimbursement Amount, equal to $0.105 per Unit, shall be paid to the Company in cash or immediately available funds on the date (if any) on which the Trustee pays the Deferred Discount to the Underwriters. For the avoidance of doubt, if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the Public Stockholders and no Deferred Discount is paid to the Underwriters, this second part of the Reimbursement Amount shall not be due and payable. (e) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ef) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx~~ Proskauer Rose LLP, ~~400 Xxxxxxxxx~~ Eleven Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [●], 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (fg) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Kimbell Tiger Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). A portion of the Deferred Discount will be subject to forfeiture (the “Forfeited Fee”). The Forfeited Fee will be equal to the Redemption Percentage (as further defined below) multiplied by the Deferred Discount subject to a total cap of 50% of the Deferred Discount. The Redemption Percentage will be calculated as the number of Ordinary Shares redeemed in connection with the Company’s initial Business Combination divided by the total number of Ordinary Shares sold in the Offering, including any Ordinary Shares sold with respect to the Underwriters’ over-allotment option. The Deferred Discount will be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [•], 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Kensington Capital Acquisition Corp. IV)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the ~~several Underwriters~~ Underwriter as provided in this underwriting agreement (this “Agreement”), and ~~each~~ the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, ~~agrees, severally and not jointly,~~ agrees to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the ~~respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto~~Underwritten Units. (b) In addition, the Company agrees to issue and sell the Option Units to the ~~several Underwriters~~ Underwriter as provided in this Agreement, and the ~~Underwriters~~Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to ~~purchase, severally and not jointly,~~ purchase from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. ~~If any Option Units are to be purchased, the number of Option Units to be purchased by each~~ The Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Underwriter to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below)) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the ~~Underwriters intend~~ Underwriter intends to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the ~~Underwriters~~ Underwriter may offer and sell Units to or through any affiliate of an the Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Underwriter in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxx & ~~Bxxxxxxx LLP~~Xxxxxx L.L.P., ~~400 Xxxxxxxxx~~ 0000 Xxxxxx Xxxxxx, ~~Xxx Xxxx~~Suite 2500, ~~XX 00000~~ Houston, Texas, 77002, Attention: E. Xxxxx Xxxxx; Xxxxx X. Xxxxxxxx at ~~10:00~~ 9:00 A.M. ~~New York City~~ Houston time on March [__], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Underwriter and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Underwriter in the written notice of the ~~Underwriters’~~ Underwriter’s election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Underwriter for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date~~ Underwriter in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Underwriter shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Underwriter shall otherwise instruct. (fe) The Company acknowledges and agrees that the ~~Representatives and the other Underwriters are~~ Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, ~~neither~~ the ~~Representatives nor any other~~ Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and ~~neither~~ the ~~Representatives nor the other Underwriters~~ Underwriter shall not have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives and the other Underwriters~~ Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the ~~Underwriters~~ Underwriter and shall not be on behalf of the Company. (f) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.350 per Unit purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Underwriter by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriter hereby agrees that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

Appears in 1 contract

Samples: Underwriting Agreement (AF Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Kensington Capital Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the Firm Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Ellenoff Xxxxxxxx & ~~Bxxxxxxx~~ Schole LLP, ~~400 Xxxxxxxxx Xxxxxx~~0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on May 25, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Graf Acquisition Corp. IV)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Company will not be required to pay, whether directly or indirectly, the Deferred Discount, (ii) the Underwriters will not be entitled to receive and will forfeit any rights or claims to the Deferred Discount and (iiiii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxx & ~~Bxxxxxxx LLP~~Xxxxxx L.L.P., ~~400 Xxxxxxxxx~~ 0000 Xxxxxx Xxxxxx, ~~Xxx Xxxx~~Suite 2500, ~~XX 00000~~ Houston, Texas 77002 at 10:00 A.M. New York City time on July 2, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Shelter Acquisition Corp I)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx~~ 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx ~~Xxxx~~Xxxxxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on May 26, ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Longview Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this ~~underwriting agreement (this “~~Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxx & ~~Bxxxxxxx LLP~~Xxxxxx L.L.P., ~~400 Xxxxxxxxx~~ 0000 Xxxxxx Xxxxxx, ~~Xxx Xxxx~~Suite 2500, ~~XX 00000~~ Houston, Texas 77002 at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (fe) The Company acknowledges and agrees that (i) the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person, (ii) the Offering contemplated hereby does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters and (iii) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, ~~accounting~~ accounting, financial or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Arena Fortify Acquisition Corp.)

Purchase of the Units. (a) ~~The Company~~ Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to ~~issue and~~ sell ~~the Firm Units~~ to ~~the several Underwriters as provided in this underwriting agreement (this “Agreement”)~~each Underwriter, and each ~~Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein,~~ Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $21.40 per Unit (other than the Affiliate Units, which shall be purchased at a price ~~per unit~~ of $~~9.80 (~~22.35 per Affiliate Unit), the ~~“Purchase Price”) from~~ amount of the ~~Company the respective number of~~ Firm Units set forth opposite such Underwriter’s 's name in Schedule 1 II hereto. (b) ~~In addition~~Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the ~~Company agrees to issue and sell the Option Units~~ Partnership hereby grants an option to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, ~~from~~ up to 1,560,000 Option Units at the ~~Company~~ same purchase price per Unit as the Underwriters shall pay for the Firm Units (other than the Affiliate Units, which shall be purchased at a price of $22.35 per Affiliate Unit). Said option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written or facsimile notice by the representative to the Partnership setting forth the number of units underlying the Option Units ~~at a price per unit of $9.80 less an amount per unit equal~~ as to ~~any dividends or distributions declared by~~ which the ~~Company~~ several Underwriters are exercising the option and ~~payable on~~ the ~~Firm Units but not payable on the Option Units~~settlement date. ~~If any Option Units are to be purchased, the~~ The number of units underlying the Option Units to be purchased by each Underwriter shall be the same percentage of the total number of units of the Option Units ~~which bears the same ratio~~ to ~~the aggregate number of Option Units being~~ be purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several ~~Underwriters~~Underwriters as such Underwriter is purchasing of the Firm Units, ~~subject, however,~~ subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the Underwriters to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinunits. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on , 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company Partnership shall not be obligated to ~~sell or~~ deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be ~~purchased~~ delivered on ~~the Closing Date or the Additional Closing~~ any Delivery Date, as the case may be, ~~shall be made against delivery to the Representatives~~ except upon payment for ~~the respective accounts of the several Underwriters of~~ all the Units to be purchased on such ~~date in definitive or book-entry form registered in such names and in such denominations~~ Delivery Date as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructprovided herein. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Enterprise Products Operating L P)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at ~~a price per unit of $9.80~~ the Purchase Price less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 ‎10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section ‎10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxx Xxxx & ~~Bxxxxxxx~~ Xxxxxxxx, LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on November 23, ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Consonance-HFW Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Class A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Company will not be required to pay, whether directly or indirectly, the Deferred Discount, (ii) the Underwriters will not be entitled to receive and will forfeit any rights or claims to the Deferred Discount and (iiiii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Weil, Gotshal & ~~Bxxxxxxx~~ Xxxxxx LLP, ~~400 Xxxxxxxxx~~ 000 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on , ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (ScION Tech Growth II)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on August 25, ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (FAST Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least ~~two~~ one business ~~days~~ day prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx LLP~~Xxxxxxxxx Traurig, ~~400 Xxxxxxxxx Xxxxxx~~LLP at 0000 Xxxxxx Xxxxxxxxx, ~~Xxx Xxxx~~Xxxxx 0000, ~~XX 00000~~ XxXxxx, VA, 22102 at 10:00 A.M. New York City time on [__], ~~2022~~2021, or at such other time or place on the same [or such other date, not later than the fifth business day thereafter], as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (fe) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Novus Capital Corp II)

Purchase of the Units. (a) The Company agrees to issue and sell the Firm Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx Xxxxxx~~000 X Xxxxx Xxx, Xxxxx 0000, Xxx ~~Xxxx~~Xxxxxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on March 4, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Supernova Partners Acquisition Co II, Ltd.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxx & ~~Bxxxxxxx LLP~~Xxxxxx L.L.P., ~~400 Xxxxxxxxx~~ 0000 Xxxxxx Xxxxxx, ~~Xxx Xxxx~~Suite 2500, ~~XX 00000~~ Houston, Texas 77002 at 10:00 A.M. New York City time on February 5, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Music Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional ~~Units~~ units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per ~~Unit~~ unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Company and the Representatives agree that up to 1/7th (one-seventh) of the Deferred Discount ~~will~~ (the “Jumpball Amount”) may be transferred by the Trustee, from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination, at the Company’s sole discretion to a third-party advisor that is not participating in the offering (including Xxxxxxx & Partners Securities, LLC which is affiliated with the Sponsor) that assists the Company in identifying or consummating its initial business combination. The Company and the Representatives hereby agree that the remaining amount of the Deferred Discount after subtracting out the Jumpball Amount (such amount, if any, the “Remaining Discount”) shall be paid directly to each of the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination, in such amounts as described in the following sentence. RBC Capital Markets, LLC shall receive such portion of the Remaining Discount that is 60% of the Remaining Discount and Cantor Xxxxxxxxxx & Co. shall receive such portion that is 40% of the Remaining Discount. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Public Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Public Units (the “Offering”), and initially to offer the Public Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Public Units to or through any affiliate of an Underwriter. (e) Payment for the Public Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx Xxxxxx~~000 Xxxxxxxxxx Xxx., ~~Xxx~~ 00xx Xxxxx, Xxxx Xxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on December 15, ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Public Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Public Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Public Units duly paid by the Company. Delivery of the Public Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Delwinds Insurance Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on March 2, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Kensington Capital Acquisition Corp. II)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $~~9.80~~ 9.45 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $~~9.80~~ 9.45 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto ~~(or such number increased as set forth in Section 10 hereof)~~ bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below)) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ King & ~~Bxxxxxxx~~ Spalding LLP, ~~400 Xxxxxxxxx Xxxxxx~~1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on [●], 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (fe) The Company acknowledges and agrees that the ~~Representatives~~ Representative and ~~the~~ all other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other ~~Underwriter is~~ Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor ~~the~~ any other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and ~~the~~ any other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (PROTONIQ Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s amended and restated memorandum and articles of association (the “Charter”), as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Shearman & ~~Bxxxxxxx~~ Sterling LLP, ~~400~~ 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at ~~10:00~~ [⦁] A.M. New York City time on [⦁], ~~2022,~~ 2022 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Spring Valley Acquisition Corp. II)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $~~9.80~~ 9.90 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $~~9.80~~ 9.90 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Ellenoff Gxxxxxxx & ~~Bxxxxxxx~~ Schole LLP, ~~400 Xxxxxxxxx Xxxxxx~~1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on December [__], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (fe) The Company acknowledges and agrees that the ~~Representatives~~ Representative and ~~the~~ all other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other ~~Underwriter is~~ Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor ~~the~~ any other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and ~~the~~ any other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. (f) The Company, the Underwriters and the QIU agree that, on the Closing Date, the QIU will be paid a fee of $[__] from the total underwriting discount in consideration for its services and expenses incurred as a QIU, and the QIU will receive no other compensation in the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Seven Oaks Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be equal to (x) the ~~number of Option Units which bears the same ratio to the aggregate~~ total number of Option Units being purchased as multiplied by (y) the ~~number of Firm Units~~ Pro Rata Percentage set forth opposite the name of such Underwriter in Schedule 1 hereto (~~or such number increased~~ as ~~set forth in~~ may be amended from time to time pursuant to Section 10 hereof~~) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters~~). The Representatives, ~~subject~~in their sole discretion, ~~however, to~~ may make such adjustments as necessary to eliminate any fractional ~~Units as the Representatives in their sole discretion shall make~~Units. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to ~~pay~~ pay, subject to section 4(ii), to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), ) and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) ~~Payment for~~ In the ~~Units~~ case of Underwritten Units, payment shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives ~~in the case of the Firm Units,~~ at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on , ~~2022~~2021, or at such other time or place on the same or such other date, but not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in ~~writing or, in~~ writing. In the case of ~~the~~ Option Units, payment shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm Units,~~ Underwritten Units except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the ~~other~~ Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the ~~other~~ Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the ~~other~~ Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (EJF Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the Firm Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”), provided, that, up to 30% of the Deferred Discount may be paid at the Company’ sole discretion in allocations determined by the Company to the Underwriters and/or to third parties not participating in this offering (but who are members of FINRA) that assist the Company in consummating its initial business combination. The remaining 70% of the Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ White & ~~Bxxxxxxx~~ Case LLP, ~~400 Xxxxxxxxx Xxxxxx~~0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on September 20, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (SOAR Technology Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxx Xxxx & ~~Bxxxxxxx~~ Xxxxxxxx, LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on November 20, ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Population Health Investment Co., Inc.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s amended and restated memorandum and articles of association (the "Charter"), as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Shearman & ~~Bxxxxxxx~~ Sterling LLP, ~~400~~ 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at ~~10:00~~ [•] A.M. New York City time on [•], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Spring Valley Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx~~ 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx ~~Xxxx~~Xxxxxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on February 17, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two (2) full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Tuatara Capital Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the ~~several Underwriters~~ Underwriter as provided in this underwriting agreement (this “Agreement”), and ~~each~~ the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the ~~several Underwriters~~ Underwriter as provided in this Agreement, and the ~~Underwriters~~Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at ~~a price per unit of $9.80~~ the Purchase Price less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by ~~each~~ the Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 I hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the ~~several Underwriters~~Underwriter, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The ~~Underwriters~~ Underwriter may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the ~~Underwriters~~ Underwriter a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii) hereof), on behalf of the ~~Underwriters~~Underwriter, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The ~~Underwriters~~ Underwriter hereby ~~agree~~ agrees that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the ~~Underwriters~~ Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the ~~Underwriters intend~~ Underwriter intends to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the ~~Underwriters~~ Underwriter may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx Xxxxxx~~00/X, Xxxxx World Office 2, Xx. 0, Xxxx Xxx ~~Xxxx~~Men Wai Avenue, ~~XX 00000~~ Beijing, China 100004 at 10:00 A.M. ~~New York City~~ Beijing time on January 24, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the ~~Underwriters’~~ Underwriter’s election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the ~~several Underwriters~~ Underwriter of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of ~~The~~ the Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other ~~Underwriters~~ Underwriter are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other ~~Underwriters~~ Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other ~~Underwriters~~ Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the ~~Underwriters~~ Underwriter and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriter, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Generation Asia I Acquisition LTD)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional ~~Units~~ units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per ~~Unit~~ unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Company and the Representative agree that up to $0.175 of the Deferred Discount ~~will~~ (the “Jumpball Amount”) may be transferred by the Trustee, from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination, at the Company’s sole discretion, after consultation with the Representative, to a third-party advisor that is not participating in the Offering that assists the Company in identifying or consummating its initial Business Combination. The Company and the Representative hereby agree that the remaining amount of the Deferred Discount after subtracting the Jumpball Amount shall be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Public Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Public Units (the “Offering”), and initially to offer the Public Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Public Units to or through any affiliate of an Underwriter. (e) Payment for the Public Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Shearman & ~~Bxxxxxxx~~ Sterling LLP, ~~400~~ 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Public Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Public Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Public Units duly paid by the Company. Delivery of the Public Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. The Company further acknowledges and agrees that the purchase and sale of the Public Units pursuant to this Agreement does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, financial, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. None of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

Appears in 1 contract

Samples: Underwriting Agreement (Crown PropTech Acquisitions)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this ~~underwriting agreement (this “~~Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Shearman & ~~Bxxxxxxx~~ Sterling LLP, ~~400~~ 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (fe) The Company acknowledges and agrees that (i) the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person, (ii) the Offering contemplated hereby does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters and (iii) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, ~~accounting~~ accounting, financial or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. (f) The Company, the Underwriters and the QIU agree that, on the Closing Date, the QIU will be paid a fee of $100,000 from the total underwriting discount in consideration for its services and expenses incurred as a QIU, and that the QIU will receive no other compensation in the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Flame Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s amended and restated memorandum and articles of association (the “Charter”), as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Shearman & ~~Bxxxxxxx~~ Sterling LLP, ~~400~~ 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at ~~10:00~~ [⦁] A.M. New York City time on [⦁], ~~2022,~~ 2021 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Spring Valley Acquisition Corp. II)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least ~~two~~ one business ~~days~~ day prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx LLP~~Gxxxxxxxx Txxxxxx, ~~400 Xxxxxxxxx Xxxxxx~~LLP at 1000 Xxxxxx Xxxxxxxxx, ~~Xxx Xxxx~~Xxxxx 0000, XX XxXxxx, XX, 00000 at 10:00 A.M. New York City time on March 2, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (e) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (McAp Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an ~~initial~~ Initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the ~~Pricing Disclosure~~ Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ White & ~~Bxxxxxxx~~ Case LLP, ~~400 Xxxxxxxxx Xxxxxx~~0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on January [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Jack Creek Investment Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Kensington Capital Acquisition Corp. II)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $~~9.80~~ [•] (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $~~9.80~~ [•] less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an ~~initial~~ Initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the ~~Pricing Disclosure~~ Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ White & ~~Bxxxxxxx~~ Case LLP, ~~400 Xxxxxxxxx Xxxxxx~~0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Jack Creek Investment Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Company will not be required to pay, whether directly or indirectly, the Deferred Discount, (ii) the Underwriters will not be entitled to receive and will forfeit any rights or claims to the Deferred Discount and (iiiii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxx & ~~Bxxxxxxx LLP~~Xxxxxx L.L.P., ~~400 Xxxxxxxxx~~ 0000 Xxxxxx Xxxxxx, ~~Xxx Xxxx~~Suite 2500, ~~XX 00000~~ Houston, Texas 77002 at 10:00 A.M. New York City time on March [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Shelter Acquisition Corp I)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Shareholder on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at ~~the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at~~ 10:00 ~~A.M.~~ a.m. New York City time on December 6, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that in connection with the offering of the Units: (i) the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person~~. Additionally~~, and owe no fiduciary duties to, the Company or any other person; (ii) neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; (iii) the Representatives and the other Underwriters owe the Company only those duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any; (iv) the Representatives and the other Underwriters may have interests that differ from those of the Company; and (v) none of the activities of the Representatives and the other Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Units.

Appears in 1 contract

Samples: Underwriting Agreement (Games & Esports Experience Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Xxxxxx Xxxxxxx Xxxxx & ~~Bxxxxxxx~~ Scarborough LLP, ~~400 Xxxxxxxxx Xxxxxx~~000 Xxxxxxxxxxxx Xxxxxx XX, ~~Xxx Xxxx~~Xxxxx 000, XX Xxxxxxxxxx, X.X. 00000 at 10:00 A.M. New York City time on March 19, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (e) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Build Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the Firm Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Ellenoff Gxxxxxxx & ~~Bxxxxxxx~~ Schole LLP, ~~400 Xxxxxxxxx Xxxxxx~~1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [·], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Graf Acquisition Corp. IV)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $~~9.80~~ [·] (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $~~9.80~~ [·] less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxxxx & ~~Bxxxxxxx~~ Xxxxx LLP, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [·], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Ribbit LEAP, Ltd.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives, on behalf of the Underwriters,~~ Representative by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The ~~Underwriters~~ Representative hereby ~~agree~~ agrees that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the ~~Underwriters~~ Representative will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx LLP~~Xxxxxxxx Xxxxxx, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on _________, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Accelerate Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at ~~a price per unit of $9.80~~ the Purchase Price less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii) hereof), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Catcha Investment Corp 2.0)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at ~~a price per unit of $9.80~~ the Purchase Price less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 I hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii) hereof), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx Xxxxxxx~~ Ropes & ~~Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000~~ Gxxx LLP at 10:00 A.M. New York City time on January 7, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Cartica Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). A portion of the Deferred Discount will be subject to forfeiture (the “Forfeited Fee”). The Forfeited Fee will be equal to the Redemption Percentage (as further defined below) multiplied by the Deferred Discount subject to a total cap of 50% of the Deferred Discount. The Redemption Percentage will be calculated as the number of Ordinary Shares redeemed in connection with the Company’s initial Business Combination divided by the total number of Ordinary Shares sold in the Offering, including any Ordinary Shares sold with respect to the Underwriters’ over-allotment option. The Deferred Discount will be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on March 4, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Kensington Capital Acquisition Corp. IV)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 I hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the fifth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx LLP~~Xxxxxxxxx Xxxxxxx, ~~400 Xxxxxxxxx Xxxxxx~~LLP at 0000 Xxxxxx Xxxxxxxxx, ~~Xxx Xxxx~~Xxxxx 0000, ~~XX 00000~~ XxXxxx, VA, 22102 at 10:00 A.M. New York City time on [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (e) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the Class A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding the foregoing, up to one-half of the Deferred Discount may be paid at the sole discretion of the Company to one or more third parties not participating in the Offering (who are FINRA member firms not participating as Underwriters) that assist the Company in consummating its initial Business Combination. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Israel Amplify Program Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s amended and restated memorandum and articles of association (the “Charter”), as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Shearman & ~~Bxxxxxxx~~ Sterling LLP, ~~400~~ 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at ~~10:00~~ [·] A.M. New York City time on [·], ~~2022,~~ 2021 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Victory Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on August 17, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Kensington Capital Acquisition Corp. V)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400~~ Xxx Xxxxxxxxx ~~Xxxxxx~~Xxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (BowX Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives, on behalf of the Underwriters,~~ Representative by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The ~~Underwriters~~ Representative hereby ~~agree~~ agrees that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the ~~Underwriters~~ Representative will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx LLP~~Xxxxxxxx Xxxxxx, ~~400~~ 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on March 22, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Accelerate Acquisition Corp.)

Purchase of the Units. (a) ~~The Company~~ Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to ~~issue and~~ sell ~~the Firm Units~~ to ~~the several Underwriters as provided in this underwriting agreement (this “Agreement”)~~each Underwriter, and each ~~Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein,~~ Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price ~~per unit~~ of $~~9.80 (~~25.968 per Unit, the ~~“Purchase Price”) from~~ amount of the ~~Company the respective number of~~ Firm Units set forth opposite such Underwriter’s name in Schedule 1 II hereto. (b) ~~In addition~~Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the ~~Company agrees to issue and sell the Option Units~~ Partnership hereby grants an option to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, ~~from~~ up to 2,250,000 Option Units at the ~~Company~~ same purchase price per Unit as the Underwriters shall pay for the Firm Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written or facsimile notice by the representative to the Partnership setting forth the number of units underlying the Option Units ~~at a price per unit of $9.80 less an amount per unit equal~~ as to ~~any dividends or distributions declared by~~ which the ~~Company~~ several Underwriters are exercising the option and ~~payable on~~ the ~~Firm Units but not payable on the Option Units~~settlement date. ~~If any Option Units are to be purchased, the~~ The number of units underlying the Option Units to be purchased by each Underwriter shall be the same percentage of the total number of units of the Option Units ~~which bears the same ratio~~ to ~~the aggregate number of Option Units being~~ be purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several ~~Underwriters~~Underwriters as such Underwriter is purchasing of the Firm Units, ~~subject, however,~~ subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the Underwriters to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinunits. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on , 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company Partnership shall not be obligated to ~~sell or~~ deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be ~~purchased~~ delivered on ~~the Closing Date or the Additional Closing~~ any Delivery Date, as the case may be, ~~shall be made against delivery to the Representatives~~ except upon payment for ~~the respective accounts of the several Underwriters of~~ all the Units to be purchased on such ~~date in definitive or book-entry form registered in such names and in such denominations~~ Delivery Date as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructprovided herein. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Enterprise Products Partners L P)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $~~9.80~~ 9.90 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $~~9.80~~ 9.90 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Ellenoff Gxxxxxxx & ~~Bxxxxxxx~~ Schole LLP, ~~400 Xxxxxxxxx Xxxxxx~~1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on December 22, ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (fe) The Company acknowledges and agrees that the ~~Representatives~~ Representative and ~~the~~ all other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other ~~Underwriter is~~ Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor ~~the~~ any other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and ~~the~~ any other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. (f) The Company, the Underwriters and the QIU agree that, on the Closing Date, the QIU will be paid a fee of $50,000 from the total underwriting discount in consideration for its services and expenses incurred as a QIU, and the QIU will receive no other compensation in the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Seven Oaks Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives, on behalf of the Underwriters,~~ Representative by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The ~~Underwriters~~ Representative hereby ~~agree~~ agrees that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the ~~Underwriters~~ Representative will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Kxxxxxxx & ~~Bxxxxxxx~~ Exxxx LLP, ~~400 Xxxxxxxxx~~ 600 Xxxx Xxxxxx, ~~Xxx Xxxx~~Xxxxxxx, XX Xxxxx 00000 at 10:00 A.M. New York City time on _________, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Excolere Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxx & ~~Bxxxxxxx LLP~~Xxxxxx L.L.P., ~~400 Xxxxxxxxx~~ 0000 Xxxxxx Xxxxxx, ~~Xxx Xxxx~~Suite 2500, ~~XX 00000~~ Houston, Texas 77002 at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Music Acquisition Corp)

Purchase of the Units. ~~(a) The Company~~ On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to ~~issue and~~ sell ~~the~~ _______ Firm Units to the several ~~Underwriters as provided in this underwriting agreement (this “Agreement”)~~Underwriters, and each ~~Underwriter, on the basis~~ of the ~~representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees~~Underwriters, severally and not jointly, agrees to purchase ~~at a price per unit of $9.80 (~~the ~~“Purchase Price”) from the Company the respective~~ number of Firm Units set forth opposite ~~such~~ that Underwriter’s 's name in Schedule 1 hereto. . The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional shares, as the Underwriters' representative (bthe "Representative") may determine. In addition, the ~~Company agrees to issue and sell the Option Units~~ Partnership grants to the ~~several~~ Underwriters an option to purchase up to _______ Option Units. Such option is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in ~~this Agreement, and~~ Section 4 hereof. Option Units shall be purchased severally for the ~~Underwriters, on the basis~~ account of the ~~representations, warranties and agreements set forth herein and subject~~ Underwriters in proportion to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the ~~name~~ names of such ~~Underwriter~~ Underwriters in Schedule 1 ~~hereto (or such number increased as set forth in Section 10 hereof) bears~~ hereto. The respective purchase obligations of each Underwriter with respect to the ~~aggregate number of Firm~~ Option Units ~~being purchased from the Company~~ shall be adjusted by the ~~several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion~~ Representative so that no Underwriter shall ~~make. The Underwriters may exercise the option~~ be obligated to purchase Option Units ~~at any time~~ other than in ~~whole, or from time to time in part, on or before~~ 100 Unit amounts. The price of both the forty-fifth day following the date of the Prospectus, by written notice from the Underwriters to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and any Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Units, at the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on , 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units$_______ per Unit. The ~~Company~~ Partnership shall not be obligated to ~~sell or~~ deliver any of the Firm Units, except upon tender of payment by the Representatives for all Firm Units. The time and date of such payment for the Firm Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be ~~purchased~~ delivered on ~~the Closing Date or the Additional Closing~~ any Delivery Date, as the case may be, ~~shall be made against delivery to the Representatives~~ except upon payment for ~~the respective accounts of the several Underwriters of~~ all the Units to be purchased on such ~~date in definitive or book-entry form registered in such names and in such denominations~~ Delivery Date as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructprovided herein. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Enterprise Products Operating L P)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx Xxxxxx~~000 X Xxxxx Xxx, Xxxxx 0000, Xxx ~~Xxxx~~Xxxxxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on [•], ~~2022~~2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (CHP Merger Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives, on behalf of the Underwriters,~~ Representative by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The ~~Underwriters~~ Representative hereby ~~agree~~ agrees that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the ~~Underwriters~~ Representative will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Kxxxxxxx & ~~Bxxxxxxx~~ Exxxx LLP, ~~400 Xxxxxxxxx~~ 600 Xxxx Xxxxxx, ~~Xxx Xxxx~~Xxxxxxx, XX Xxxxx 00000 at 10:00 A.M. New York City time on _________, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Excolere Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $~~9.80~~ 9.85 (the “Purchase Price”) (inclusive of the Deferred Discount, the price per Unit shall be $9.55) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $~~9.80~~ 9.85 (inclusive of the Deferred Discount, the price per Unit shall be $9.55) less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The Option Units shall be identical in all respects to the Underwritten Units. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.30 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of ~~Ordinary Shares~~ Common Stock included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx & Bxxxxxxx~~ Xxxxxx and Xxxxx, LLP, ~~400 Xxxxxxxxx Xxxxxx~~00 Xxxxxxxxxxx Xxxxx 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at ~~10:00~~ 10:30 A.M. New York City time on March 31, ~~2022~~2023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Trailblazer Merger Corp I)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several ~~Underwriters~~ Underwriter as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several ~~Underwriters~~ Underwriter as provided in this Agreement, and the ~~Underwriters~~Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at ~~a price per unit of $9.80~~ the Purchase Price less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 I hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several ~~Underwriters~~Underwriter, subject, however, to such adjustments to eliminate any fractional Units as the ~~Representatives~~ Representative in ~~their~~ its sole discretion shall make. The ~~Underwriters~~ Underwriter may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representative to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the ~~Underwriters~~ Underwriter a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representative (subject to the provisions of Section 4(ii) hereof), on behalf of the ~~Underwriters~~Underwriter, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The ~~Underwriters~~ Underwriter hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public ~~Shareholders~~Stockholders”), (i) the ~~Underwriters~~ Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public ~~Shareholders~~ Stockholders on a pro rata basis. (d) The Company understands that the ~~Underwriters~~ Underwriter intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the ~~Underwriters~~ Underwriter may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Representative in the case of the ~~Firm~~ Underwritten Units, at through the offices of ~~Sxxxxxx~~ Skadden, Arps, Slate, Xxxxxxx & ~~Bxxxxxxx~~ Xxxx LLP, ~~400 Xxxxxxxxx Xxxxxx~~00/X, Xxxxx World Office 2, Xx. 0, Xxxx Xxx ~~Xxxx~~Men Wai Avenue, ~~XX 00000~~ Beijing, China 100004 at 10:00 A.M. ~~New York City~~ Beijing time on [•], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Representative and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Representative in the written notice of the ~~Underwriters’~~ Underwriter’s election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Representative for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives~~ Representative for the respective accounts of the several ~~Underwriters~~ Underwriter of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of ~~The~~ the Depository Trust Company (“DTC”) unless the ~~Representatives~~ Representative shall otherwise instruct. (f) The Company acknowledges and agrees that the ~~Representatives~~ Representative and the other ~~Underwriters~~ Underwriter are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the ~~Representatives~~ Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the ~~Representatives~~ Representative nor the other ~~Underwriters~~ Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives~~ Representative and the other ~~Underwriters~~ Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the ~~Underwriters~~ Underwriter and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriter, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Generation Asia I Acquisition LTD)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $~~0.350~~ 0.35 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the ~~Representatives~~Representatives (subject to the provisions of Section 4(ii)), on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s Amended and Restated Memorandum and Articles of Association, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Skadden, Arps, Slate, Mxxxxxx & ~~Bxxxxxxx~~ Fxxx LLP, ~~400 Xxxxxxxxx~~ 300 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx ~~Xxxx~~Xxxxxxx, XX Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two (2) full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Tuatara Capital Acquisition Corp)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the ~~several Underwriters~~ Underwriter as provided in this underwriting agreement (this “Agreement”), and ~~each~~ the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, ~~agrees, severally and not jointly,~~ agrees to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the ~~respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto~~Underwritten Units. (b) In addition, the Company agrees to issue and sell the Option Units to the ~~several Underwriters~~ Underwriter as provided in this Agreement, and the ~~Underwriters~~Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to ~~purchase, severally and not jointly,~~ purchase from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. ~~If any Option Units are to be purchased, the number of Option Units to be purchased by each~~ The Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Underwriter to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below)) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the ~~Underwriters intend~~ Underwriter intends to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the ~~Underwriters~~ Underwriter may offer and sell Units to or through any affiliate of an the Underwriter. (ed) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the ~~Representatives~~ Underwriter in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Xxxxxx & ~~Bxxxxxxx LLP~~Xxxxxx L.L.P., ~~400 Xxxxxxxxx~~ 0000 Xxxxxx Xxxxxx, ~~Xxx Xxxx~~Suite 2500, ~~XX 00000~~ Houston, Texas, 77002, Attention: E. Xxxxx Xxxxx; Xxxxx X. Xxxxxxxx at ~~10:00~~ 9:00 A.M. ~~New York City~~ Houston time on March 23, ~~2022~~2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the ~~Representatives~~ Underwriter and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the ~~Representatives~~ Underwriter in the written notice of the ~~Underwriters’~~ Underwriter’s election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the ~~Representatives~~ Underwriter for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and ~~the~~ each time and date for such payment for ~~the~~ Option Units, if other than the Closing Date, is herein referred to as ~~the~~ an “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the ~~Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date~~ Underwriter in definitive or book-entry form registered in such names and in such denominations as the ~~Representatives~~ Underwriter shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the ~~Representatives~~ Underwriter shall otherwise instruct. (fe) The Company acknowledges and agrees that the ~~Representatives and the other Underwriters are~~ Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, ~~neither~~ the ~~Representatives nor any other~~ Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and ~~neither~~ the ~~Representatives nor the other Underwriters~~ Underwriter shall not have any responsibility or liability to the Company with respect thereto. Any review by the ~~Representatives and the other Underwriters~~ Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the ~~Underwriters~~ Underwriter and shall not be on behalf of the Company. (f) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.350 per Unit purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Underwriter by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriter hereby agrees that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the shares of Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

Appears in 1 contract

Samples: Underwriting Agreement (AF Acquisition Corp.)

Purchase of the Units. (a) The Company agrees to issue and sell the ~~Firm~~ Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ~~unit~~ Unit of $9.80 (the “Purchase Price”) from the Company the respective number of ~~Firm~~ Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per ~~unit~~ Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the ~~Firm~~ Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of ~~Firm~~ Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of ~~Firm~~ Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the ~~forty-fifth~~ 45th day following the date of the Prospectus, by written notice from the ~~Underwriters~~ Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both ~~Firm~~ Underwritten Units and Option Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the ~~Trust Agreement~~Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders of the ~~shares of~~ Class A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Company will not be required to pay, whether directly or indirectly, the Deferred Discount, (ii) the Underwriters will not be entitled to receive and will forfeit any rights or claims to the Deferred Discount and (iiiii) the Trustee is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. (d) The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”), and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (e) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the ~~Firm~~ Underwritten Units, at the offices of ~~Sxxxxxx Xxxxxxx~~ Weil, Gotshal & ~~Bxxxxxxx~~ Xxxxxx LLP, ~~400 Xxxxxxxxx~~ 000 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M. New York City time on [●], ~~2022~~2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell or deliver any of the ~~Firm~~ Underwritten Units, except upon tender of payment by the Representatives for all ~~Firm~~ Underwritten Units. The time and date of such payment for the ~~Firm~~ Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository Trust Company ~~(“DTC”)~~ unless the Representatives shall otherwise instruct. (f) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with the transactions contemplated hereby or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (ScION Tech Growth I)

Common use of Purchase of the Units Clause in Contracts