Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine. (b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis. (c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination. (e) Payment of the purchase price for the Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.], New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify. (f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof. (g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.], New York City time, at the Time of Purchase.
Appears in 2 contracts
Samples: Underwriting Agreement (Schultze Special Purpose Acquisition Corp. II), Underwriting Agreement (Schultze Special Purpose Acquisition Corp. II)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees who agree to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter the Underwriters in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Underwriter’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Underwriters may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Underwriters may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, Underwriters upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 600,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Underwriters to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter the Underwriters shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is the Underwriters are purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Underwriters in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesUnderwriters, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Underwriters through the facilities of The Depository Trust Company (“DTC”) for the respective accounts account of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives Underwriters and the Company or unless postponed in accordance with the provisions of Section 7 hereofCompany). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Underwriters at the Time of Purchase in such names and in such denominations as the Representatives Underwriters shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesUnderwriters, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, through the facilities of the DTC on the date specified by the Representatives Underwriters (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Underwriters on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.], New York City time, at the Time of Purchase.
Appears in 2 contracts
Samples: Underwriting Agreement (Jade Value Acquisition Corp), Underwriting Agreement (Apollo Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial the Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 1,500,000 Option Securities, at a purchase price of $9.85 9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial the Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Worldwide Plaza, 300 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000, -0000 on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxNomura Securities International, Xxxxxxxx & Company, Incorporated Inc. (“StifelNomura”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000electronically to Sidley Austin LLP, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of PurchasePurchase (or at such other time as the Representative and the Company may agree in writing).
(i) Pursuant to that certain Private Placement Unit Subscription Agreement, dated as of , 2021, among the Company and the Underwriters, in substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Underwriter Private Placement Unit Subscription Agreement”), the Underwriters have agreed to purchase an aggregate amount of 100,000 units of the Company (or 115,000 units if the Underwriter’s over-allotment option is exercised in full) (the “Underwriter Private Placement Units” and, together with the Sponsor Private Placement Units, the “Private Placement Units”), each consisting of one share of Common Stock (the “Underwriter Private Shares” and, together with the Sponsor Private Shares, the “Private Shares”) and one-half of one warrant (the “Underwriter Private Placement Warrant(s)” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrant(s)”), for $10.00 per Underwriter Private Placement Unit in a private placement closing simultaneously with the closing of the Offering and intended to be exempt from registration under Section 4(a)(2) of the Act. The Private Placement Units and the Private Placement Warrants are substantially similar to the Units and the Warrants, respectively, except as described in the Prospectus. The registered holders of the Underwriter Private Placement Units will not sell, transfer, assign, pledge or hypothecate any of the Underwriter Private Placement Units for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) and (e)(2) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1) and (e)(2), the Underwriter Private Placement Units will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Underwriter Private Placement Units contain legends to reflect the above FINRA and contractual transfer restrictions.
Appears in 2 contracts
Samples: Underwriting Agreement (Lionheart III Corp), Underwriting Agreement (Lionheart III Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.86 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.25 per Unit of the Securities purchased hereunder hereunder, of which $0.10 per Unit will be released to the Underwriters only on the completion of an initial business combination, and $0.15 per Unit will be released to one or more advisors (which are FINRA members), which may include the Underwriters, at the discretion of the Company based on the amount remaining in the trust account after the completion of an initial Business Combination, subject to adjustment (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. Notwithstanding the foregoing, up to $0.15 per Unit of the Underwritten Deferred Discount based on the amount remaining in the trust account after the completion of an initial Business Combination may be allocated by the Company in its sole discretion to one or more third parties that are not the Underwriters (but that are brokerage member institutions of the Financial Industry Regulatory Authority, or “FINRA”) that assist the Company in identifying and consummating the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement (the “Trustee”) is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 900,000 Option Securities, at a purchase price of $9.85 9.86 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.25 per Unit of the Option Securities purchased hereunder hereunder, of which $0.10 per Unit will be released to the Underwriters only on the completion of an initial business combination, and $0.15 per Unit will be released to one or more advisors (which are FINRA members), which may include the Underwriters, at the discretion of the Company based on the amount remaining in the trust account after the completion of an initial Business Combination, subject to adjustment, (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. Notwithstanding the foregoing, up to $0.15 per Unit of the Option Deferred Discount based on the amount remaining in the trust account after the completion of an initial Business Combination may be allocated by the Company in its sole discretion to one or more third parties that are not the Underwriters (but that are brokerage member institutions of FINRA) that assist the Company in identifying and consummating the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement Trustee is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) The Company hereby agrees to issue to the Representative and/or its designees, 90,000 ordinary shares of the Company (or up to 103,500 ordinary shares if the Underwriters’ over-allotment option is exercised in full) (the “Representative Shares”) upon the consummation of this Offering. The Representative hereby agrees (i) to waive its redemption rights with respect to such Representative Shares in connection with the completion of the Company’s initial Business Combination; and (ii) to waive its rights to liquidating distributions from the trust account with respect to any Representative Shares if the Company does not complete its initial Business Combination within nine (9) months (as such period may be extended up to twenty-one (21) months at the election of the Company, either in lieu of a shareholder vote or if a shareholder vote has been unsuccessful, subject to the satisfaction of certain conditions or by the Company’s shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles of Association) from the closing of the Offering, or if the Company enters into a business combination agreement within nine (9) months after the closing of the Offering, within twelve (12) months (as such period may be extended up to twenty-four (24) months at the election of the Company, either in lieu of a shareholder vote or if a shareholder vote has been unsuccessful, subject to the satisfaction of certain conditions or by the Company’s shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles of Association) from the closing of the Offering. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) following the Effective Date to anyone other than an underwriter or selected dealer participating in the Offering, or their officers, partners, registered persons or affiliates; provided that any such transferred Representative Shares shall remain subject to the lock-up for the remainder of the 180 day lockup period.
(f) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●__________], 2021 2024 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(fg) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o 600 Xxxxxxxxx Xxxxxx, Xxxxxxxx & CompanyXxxxx 00, IncorporatedXxx Xxxx, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(gh) XxxxxxBrookline Capital Markets, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)a division of Arcadia Securities, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(hi) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx Xxxxxx 3000 Xxxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx000, Xxx XxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken remotely by electronic delivery.
Appears in 2 contracts
Samples: Underwriting Agreement (DT Cloud Acquisition Corp), Underwriting Agreement (DT Cloud Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.375 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.375 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 2020 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)Incorporated, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 2 contracts
Samples: Underwriting Agreement (Tastemaker Acquisition Corp.), Underwriting Agreement (Tastemaker Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●•], 2021 2020 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000Maryland 21202, on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC Xxxxxxxxxxx & Co. Inc. (“MizuhoOppenheimer”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 2 contracts
Samples: Underwriting Agreement (Thayer Ventures Acquisition Corp), Underwriting Agreement (Thayer Ventures Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.], New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.], New York City time, at the Time of Purchase.
Appears in 2 contracts
Samples: Underwriting Agreement (Schultze Special Purpose Acquisition Corp. II), Underwriting Agreement (Schultze Special Purpose Acquisition Corp. II)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule Schedule A hereto, subject to adjustment in accordance with Section 7 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,750,000 Option Securities, at a purchase price of $9.85 10.00 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(b) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 __________] (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(b) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, IncorporatedXxx Xxxx 00000 and Barclays Capital Inc., 0 Xxxxx 000 Xxxxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an the “Option Securities Settlement Datesettlement date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) Citigroup Global Markets Inc. and Mizuho Securities USA LLC (“Mizuho”)Barclays Capital Inc., individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Datesettlement date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 2 contracts
Samples: Underwriting Agreement (Hennessy Capital Investment Corp. V), Underwriting Agreement (Hennessy Capital Investment Corp. V)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. Notwithstanding the foregoing, up to $0.10 per Unit of the Underwritten Deferred Discount may be allocated by the Company in its sole discretion to one or more third parties that are not Underwriters hereunder (but who are brokerage member institutions of the Financial Industry Regulatory Authority, or “FINRA”) that assist the Company in identifying and consummating the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement (the “Trustee”) is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 2,625,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. Notwithstanding the foregoing, up to $0.10 per Unit of the Option Deferred Discount may be allocated by the Company in its sole discretion to one or more third parties that are not Underwriters hereunder (but who are brokerage member institutions of FINRA) that assist the Company in identifying and consummating the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement Trustee is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●__________], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o 000 Xxxx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx Xxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)LLC, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx XxxxxxxXxxx Xxxx Xxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken remotely by electronic delivery.
Appears in 2 contracts
Samples: Underwriting Agreement (Mercury Ecommerce Acquisition Corp), Underwriting Agreement (Mercury Ecommerce Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.61 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.25 per Unit of the Securities purchased hereunder hereunder, of which $0.10 per Unit will be released to the Underwriters only on the completion of an initial business combination, and $0.15 per Unit will be released to one or more advisors (which are FINRA members), which may include the Underwriters, at the discretion of the Company based on the amount remaining in the trust account after the completion of an initial Business Combination, subject to adjustment (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. Notwithstanding the foregoing, up to $0.15 per Unit of the Underwritten Deferred Discount based on the amount remaining in the trust account after the completion of an initial Business Combination may be allocated by the Company in its sole discretion to one or more third parties that are not the Underwriters (but that are brokerage member institutions of the Financial Industry Regulatory Authority, or “FINRA”) that assist the Company in identifying and consummating the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement (the “Trustee”) is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 900,000 Option Securities, at a purchase price of $9.85 9.61 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.25 per Unit of the Option Securities purchased hereunder hereunder, of which $0.10 per Unit will be released to the Underwriters only on the completion of an initial business combination, and $0.15 per Unit will be released to one or more advisors (which are FINRA members), which may include the Underwriters, at the discretion of the Company based on the amount remaining in the trust account after the completion of an initial Business Combination, subject to adjustment, (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. Notwithstanding the foregoing, up to $0.15 per Unit of the Option Deferred Discount based on the amount remaining in the trust account after the completion of an initial Business Combination may be allocated by the Company in its sole discretion to one or more third parties that are not the Underwriters (but that are brokerage member institutions of FINRA) that assist the Company in identifying and consummating the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement Trustee is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) The Company hereby agrees to issue to the Representative and/or its designees, 90,000 ordinary shares of the Company (or up to 103,500 ordinary shares if the Underwriters’ over-allotment option is exercised in full) (the “Representative Shares”) upon the consummation of this Offering. The Representative hereby agrees (i) to waive its redemption rights with respect to such Representative Shares in connection with the completion of the Company’s initial Business Combination; and (ii) to waive its rights to liquidating distributions from the trust account with respect to any Representative Shares if the Company does not complete its initial Business Combination within nine (9) months (as such period may be extended up to twenty-one (21) months at the election of the Company, either in lieu of a shareholder vote or if a shareholder vote has been unsuccessful, subject to the satisfaction of certain conditions or by the Company’s shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles of Association) from the closing of the Offering, or if the Company enters into a business combination agreement within nine (9) months after the closing of the Offering, within twelve (12) months (as such period may be extended up to twenty-four (24) months at the election of the Company, either in lieu of a shareholder vote or if a shareholder vote has been unsuccessful, subject to the satisfaction of certain conditions or by the Company’s shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles of Association) from the closing of the Offering. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) following the Effective Date to anyone other than an underwriter or selected dealer participating in the Offering, or their officers, partners, registered persons or affiliates; provided that any such transferred Representative Shares shall remain subject to the lock-up for the remainder of the 180 day lockup period.
(f) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]February 23, 2021 2024 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(fg) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o 600 Xxxxxxxxx Xxxxxx, Xxxxxxxx & CompanyXxxxx 00, IncorporatedXxx Xxxx, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(gh) XxxxxxBrookline Capital Markets, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)a division of Arcadia Securities, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(hi) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx Xxxxxx 3000 Xxxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx000, Xxx XxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken remotely by electronic delivery.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.45 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 2,625,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.45 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, at 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)The Representative, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Shearman & Sterling LLP at 000 Xxxxx Xxxxxx Xxxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx0000, Xxx Xxxxxxx, Xxxxxxxxxx Xxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (Spree Acquisition Corp. 1 LTD)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(ba) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(cb) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 1,875,000 Option Securities, at a purchase price of $9.85 9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(dc) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(ed) Payment of the purchase price for the Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●•] [a.m./p.m.], New York City time, on [●•], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(fe) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at cx/o x Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(gf) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(hg) Deliveries Subject to Section 1(f) with respect to settlement of any Option Securities after the Time of Purchase, deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.], New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (SportsTek Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule Schedule A hereto, subject to adjustment in accordance with Section 7 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 4,500,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]10:00 a.m., New York City time, on [●]November 8, 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Representatives on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Citigroup Global Markets Inc. and Cxxxx and Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)LLC, each individually and not as representatives a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx 1000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]10:00 a.m., New York City time, at the Time of PurchasePurchase and any Option Securities Settlement Date. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (Concord Acquisition Corp III)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representative upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to $2,250,000 of the Underwritten Deferred Discount may be paid, at the discretion of the Company and the Representative, to Members (as defined below) (whether or not participating as Underwriters in the Offering) that assist the Company in consummating its initial Business Combination.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement dateOption Securities Settlement Date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representative upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]August 17, 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000, -0000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)Nomura, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representative upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement dateOption Securities Settlement Date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representative upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●__], 2021 2020 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000, -0000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)Nomura, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.70 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.30 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,750,000 Option Securities, at a purchase price of $9.85 10.00 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.60 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(b) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 __________] (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(b) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, Xxx Xxxx 00000-7316 and 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, XX 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an the “Option Securities Settlement Datesettlement date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Nomura and Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Datesettlement date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx XX 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
(i) The Company hereby confirms its engagement of Stifel as, and Stifel hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 (or any successor rule) adopted by the Financial Industry Regulatory Authority, Inc. (“FINRA”) (“Rule 5121”) with respect to the offer and sale of the Securities. Stifel, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”
Appears in 1 contract
Samples: Underwriting Agreement (Hennessy Capital Acquisition Corp IV)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees who agree to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter the Underwriters in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Underwriter’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Underwriters may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Underwriters may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, Underwriters upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 1,125,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Underwriters to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter the Underwriters shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is the Underwriters are purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Underwriters in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesUnderwriters, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Underwriters through the facilities of The Depository Trust Company (“DTC”) for the respective accounts account of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives Underwriters and the Company or unless postponed in accordance with the provisions of Section 7 hereofCompany). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Underwriters at the Time of Purchase in such names and in such denominations as the Representatives Underwriters shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesUnderwriters, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, through the facilities of the DTC on the date specified by the Representatives Underwriters (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Underwriters on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.], New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Jade Value Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,600,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives (or a single Representative as directed by the Representatives) through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]February 4, 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives (or a single Representative as directed by the Representatives) at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, at 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives (or a single Representative as directed by the Representatives) on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)A Representative designated by the Representatives, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Xxxxxxxx & Schole LLP at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. Notwithstanding the foregoing, up to $0.10 per Unit of the Underwritten Deferred Discount may be allocated by the Company in its sole discretion to one or more third parties that are not Underwriters hereunder (but who are brokerage member institutions of the Financial Industry Regulatory Authority, or “FINRA”) that assist the Company in identifying and consummating the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement (the “Trustee”) is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 2,625,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. Notwithstanding the foregoing, up to $0.10 per Unit of the Option Deferred Discount may be allocated by the Company in its sole discretion to one or more third parties that are not Underwriters hereunder (but who are brokerage member institutions of FINRA) that assist the Company in identifying and consummating the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement Trustee is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]July 30, 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o 200 Xxxx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx Nxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)LLC, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx Xxxxxx 2000 Xxxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx XxxxxxxXxxx Xxxx Xxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken remotely by electronic delivery.
Appears in 1 contract
Samples: Underwriting Agreement (Mercury Ecommerce Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]10 a.m., New York City time, on [●]October 13, 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at cx/o x Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]10 a.m., New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Schultze Special Purpose Acquisition Corp. II)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.375 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.375 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives (or a single Representative as directed by the Representatives) through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives (or a single Representative as directed by the Representatives) at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives (or a single Representative as directed by the Representatives), at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, through the facilities of the DTC on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives (or a single Representative as directed by the Representatives) on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)A Representative designated by the Representatives, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Xxxxxxxx & Schole LLP at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (Noble Rock Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representative upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement dateOption Securities Settlement Date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representative upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●__], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000, -0000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)Nomura, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule Schedule A hereto, subject to adjustment in accordance with Section 7 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(ba) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(cb) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(dc) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(ed) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(fe) If the option provided for in Section 1(c1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, IncorporatedXxx Xxxx 00000 and Barclays Capital Inc., 0 Xxxxx 000 Xxxxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an the “Option Securities Settlement Datesettlement date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 5 hereof.
(gf) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) Citigroup Global Markets Inc. and Mizuho Securities USA LLC (“Mizuho”)Barclays Capital Inc., individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Datesettlement date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(hg) Deliveries of the documents described in Section 5 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Hennessy Capital Investment Corp. VI)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule Schedule A hereto, subject to adjustment in accordance with Section 7 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination; provided, however, that if the amounts in the Trust Account are insufficient to pay the entire Underwritten Deferred Discount amount owed to the Underwriters, then the balance owed to the Underwriters shall be paid from any other funds available to the Company and/or, if the Company is not the surviving company of the initial Business Combination, from other funds available to the surviving company of such initial Business Combination, in each case upon completion of the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●__] [a.m./p.m.]A.M., New York City time, on [●__], 2021 2022 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Representatives on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) Citigroup Global Markets Inc. and Mizuho Securities USA LLC (“Mizuho”)Barclays Capital Inc., individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx 1000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of PurchasePurchase and any Option Securities Settlement Date. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (Jaguar Global Growth Corp I)
Sale and Delivery of Securities. (a)
(a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representatives upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representatives upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 2020 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Worldwide Plaza, 300 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxx Xxxx 00000-7316 and 400 Xxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an the “Option Securities Settlement Datesettlement date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx Nomura and Cxxxxx Fxxxxxxxxx & Company, Incorporated Co. (“Stifel”) and Mizuho Securities USA LLC (“MizuhoCantor”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Datesettlement date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Sidley Austin LLP at 000 Xxxxx Xxxxxx 700 Xxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
(i) The Company hereby confirms its engagement of Cxxxxx as, and Cantor hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 (or any successor rule) adopted by the Financial Industry Regulatory Authority, Inc. (“FINRA”) (“Rule 5121”) with respect to the offer and sale of the Securities. Cxxxxx, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”
(j) Pursuant to that certain Private Placement Unit Subscription Agreement, dated as of [●], 2020, between the Company and Nomura, in substantially the form filed as Exhibit 10.[7] to the Registration Statement (the “Underwriter Private Placement Unit Subscription Agreement”), Nomura has agreed with the Company that it will purchase 55,000 private placement units (the “Underwriter Private Placement Units” and, together with the Sponsor Private Placement Units, the “Private Placement Units”), each consisting of one share of Common Stock (the “Underwriter Private Shares” and, together with the Sponsor Private Shares, the “Private Shares”) and one-half of one redeemable warrant (the “Underwriter Private Placement Warrant(s)” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrant(s)”), for $10.00 per Underwriter Private Placement Unit in a private placement closing simultaneously with the closing of the Offering and intended to be exempt from registration under Section 4(a)(2) of the Act. The Underwriter Private Placement Units are substantially similar to the Units, except as described in the Prospectus. The registered holder of the Underwriter Private Placement Units will not sell, transfer, assign, pledge or hypothecate any of the Underwriter Private Placement Units for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Underwriter Private Placement Units will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Underwriter Private Placement Units contain legends to reflect the above FINRA and contractual transfer restrictions.
Appears in 1 contract
Samples: Underwriting Agreement (Lionheart Acquisition Corp. II)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial the Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 1,000,000 Option Securities, at a purchase price of $9.85 9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial the Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]November 8, 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000, -0000 on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxNomura Securities International, Xxxxxxxx & Company, Incorporated Inc. (“StifelNomura”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000electronically to Sidley Austin LLP, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of PurchasePurchase (or at such other time as the Representative and the Company may agree in writing).
(i) Pursuant to that certain Private Placement Unit Subscription Agreement, dated as of November 3, 2021, among the Company and the Underwriters, in substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Underwriter Private Placement Unit Subscription Agreement”), the Underwriters have agreed to purchase an aggregate amount of 115,000 units of the Company (or 125,000 units if the Underwriter’s over-allotment option is exercised in full) (the “Underwriter Private Placement Units” and, together with the Sponsor Private Placement Units, the “Private Placement Units”), each consisting of one share of Common Stock (the “Underwriter Private Shares” and, together with the Sponsor Private Shares, the “Private Shares”) and one-half of one warrant (the “Underwriter Private Placement Warrant(s)” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrant(s)”), for $10.00 per Underwriter Private Placement Unit in a private placement closing simultaneously with the closing of the Offering and intended to be exempt from registration under Section 4(a)(2) of the Act. The Private Placement Units and the Private Placement Warrants are substantially similar to the Units and the Warrants, respectively, except as described in the Prospectus. The registered holders of the Underwriter Private Placement Units will not sell, transfer, assign, pledge or hypothecate any of the Underwriter Private Placement Units for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) and (e)(2) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1) and (e)(2), the Underwriter Private Placement Units will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Underwriter Private Placement Units contain legends to reflect the above FINRA and contractual transfer restrictions.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(ba) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(cb) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(dc) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(ed) Payment of the purchase price for the Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 a.m., New York City time, on [●]February 19, 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(fe) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at cx/o x Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(gf) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(hg) Deliveries Subject to Section 1(f) with respect to settlement of any Option Securities after the Time of Purchase, deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.], New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (SportsTek Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(b) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●_], 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(b) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o 000 0xx Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx 0xx Xxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx 00000, XX 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an the “Option Securities Settlement Datesettlement date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxXxxxx, Xxxxxxxx & CompanyXxxxx, Incorporated Inc. (“StifelKBW”) and Mizuho Securities USA Xxxxxx Xxxxxxxx, LLC (“MizuhoDrexel”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Datesettlement date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Ropes& Gray LLP at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx XX 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representatives upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representatives upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]August 18, 2021 2020 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Worldwide Plaza, 300 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxx Xxxx 00000-7316 and 400 Xxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx Nomura and Cxxxxx Fxxxxxxxxx & Company, Incorporated Co. (“Stifel”) and Mizuho Securities USA LLC (“MizuhoCantor”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Sidley Austin LLP at 000 Xxxxx Xxxxxx 700 Xxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
(i) The Company hereby confirms its engagement of Cxxxxx as, and Cantor hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 (or any successor rule) adopted by the Financial Industry Regulatory Authority, Inc. (“FINRA”) (“Rule 5121”) with respect to the offer and sale of the Securities. Cxxxxx, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”
(j) Pursuant to that certain Private Placement Unit Subscription Agreement, dated as of August 13, 2020, between the Company and Nomura, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Underwriter Private Placement Unit Subscription Agreement”), Nomura has agreed with the Company that it will purchase 55,000 private placement units (the “Underwriter Private Placement Units” and, together with the Sponsor Private Placement Units, the “Private Placement Units”), each consisting of one share of Common Stock (the “Underwriter Private Shares” and, together with the Sponsor Private Shares, the “Private Shares”) and one-half of one redeemable warrant (the “Underwriter Private Placement Warrant(s)” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrant(s)”), for $10.00 per Underwriter Private Placement Unit in a private placement closing simultaneously with the closing of the Offering and intended to be exempt from registration under Section 4(a)(2) of the Act. The Underwriter Private Placement Units are substantially similar to the Units, except as described in the Prospectus. The registered holder of the Underwriter Private Placement Units will not sell, transfer, assign, pledge or hypothecate any of the Underwriter Private Placement Units for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Underwriter Private Placement Units will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Underwriter Private Placement Units contain legends to reflect the above FINRA and contractual transfer restrictions.
Appears in 1 contract
Samples: Underwriting Agreement (Lionheart Acquisition Corp. II)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such the Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, Representative upon the Company’s consummation of its initial Business Combination. The Underwriters Underwriter hereby agree agrees that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters Underwriter will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to 2,250,000 4,125,000 Option Securities, at a purchase price of $9.85 9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the UnderwritersUnderwriter. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are Underwriter is exercising the option and the applicable settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, Representative upon the Company’s consummation of its initial Business Combination. The Underwriters Underwriter hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters Underwriter will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts account of the UnderwritersUnderwriter. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●·], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereofCompany). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an the “Option Securities Settlement Date”), and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Sidley Austin LLP at 000 Xxxxx Xxxxxx 0000 X Xxxxxx, Xxxxxx-Xxxxx XxxxxX.X., Xxx XxxxxxxXxxxxxxxxx, Xxxxxxxxxx X.X. 00000, at [●] [a.m./p.m.]9:00 A.M., New York City Washington, D.C. time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Integrated Rail & Resources Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial the Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 1,500,000 Option Securities, at a purchase price of $9.85 9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial the Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Worldwide Plaza, 300 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000, -0000 on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxNomura Securities International, Xxxxxxxx & Company, Incorporated Inc. (“StifelNomura”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000electronically to Sidley Austin LLP, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of PurchasePurchase (or at such other time as the Representative and the Company may agree in writing).
(i) Pursuant to that certain Private Placement Unit Subscription Agreement, dated as of [●], 2021, among the Company and the Underwriters, in substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Underwriter Private Placement Unit Subscription Agreement”), the Underwriters have agreed to purchase an aggregate amount of 100,000 units of the Company (or 115,000 units if the Underwriter’s over-allotment option is exercised in full) (the “Underwriter Private Placement Units” and, together with the Sponsor Private Placement Units, the “Private Placement Units”), each consisting of one share of Common Stock (the “Underwriter Private Shares” and, together with the Sponsor Private Shares, the “Private Shares”) and one-half of one warrant (the “Underwriter Private Placement Warrant(s)” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrant(s)”), for $10.00 per Underwriter Private Placement Unit in a private placement closing simultaneously with the closing of the Offering and intended to be exempt from registration under Section 4(a)(2) of the Act. The Private Placement Units and the Private Placement Warrants are substantially similar to the Units and the Warrants, respectively, except as described in the Prospectus. The registered holders of the Underwriter Private Placement Units will not sell, transfer, assign, pledge or hypothecate any of the Underwriter Private Placement Units for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) and (e)(2) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1) and (e)(2), the Underwriter Private Placement Units will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Underwriter Private Placement Units contain legends to reflect the above FINRA and contractual transfer restrictions.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.91 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement and the Underwritten Deferred Discount, the Sponsor sold 220,000 Founder Shares to the Representative on February 15, 2018 as part of the Nomura Assignment Agreement (such 220,000 Founder Shares, the “Deferred Shares Compensation”). The Underwriters hereby agree that if the Offering is not consummated, the Underwriters will forfeit any rights or claims to the Deferred Shares Compensation.
(d) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 10.00 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(de) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.60 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(ef) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(d) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 __________] (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(fg) If the option provided for in Section 1(c1(d) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000-0000, on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such the Option Securities (an the “Option Securities Settlement Datesettlement date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(gh) XxxxxxNomura Securities International, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)Inc., individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Datesettlement date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(hi) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx XX 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
(j) The Company hereby confirms its engagement of SunTrust Xxxxxxxx Xxxxxxxx, Inc. as, and SunTrust Xxxxxxxx Xxxxxxxx, Inc. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 (or any successor rule) adopted by the Financial Industry Regulatory Authority, Inc. (“FINRA”) (“Rule 5121”) with respect to the offer and sale of the Securities. SunTrust Xxxxxxxx Xxxxxxxx, Inc., solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”
Appears in 1 contract
Samples: Underwriting Agreement (Terrapin 4 Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(b) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]February 11, 2021 2022 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(b) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o 000 0xx Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx 0xx Xxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx 00000, XX 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an the “Option Securities Settlement Datesettlement date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxXxxxx, Xxxxxxxx & CompanyXxxxx, Incorporated Inc. (“StifelKBW”) and Mizuho Securities USA Xxxxxx Xxxxxxxx, LLC (“MizuhoDrexel”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Datesettlement date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Ropes& Xxxx Xxxxxxxx LLP at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx XX 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives (or a single Representative as directed by the Representatives) through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives (or a single Representative as directed by the Representatives) at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o XxxxxxSxxxxx, Xxxxxxxx & Company, Incorporated, 0 at 1 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives (or a single Representative as directed by the Representatives) on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)A Representative designated by the Representatives, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Exxxxxxx Gxxxxxxx & Schole LLP at 000 Xxxxx 1000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representatives upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representatives upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 2020 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxx Xxxx 00000-7316 and 000 Xxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx Nomura and Xxxxxx Xxxxxxxxxx & Company, Incorporated Co. (“Stifel”) and Mizuho Securities USA LLC (“MizuhoCantor”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Sidley Austin LLP at 000 Xxxxx Xxxxxx Xxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
(i) The Company hereby confirms its engagement of Xxxxxx as, and Cantor hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 (or any successor rule) adopted by the Financial Industry Regulatory Authority, Inc. (“FINRA”) (“Rule 5121”) with respect to the offer and sale of the Securities. Xxxxxx, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”
(j) Pursuant to that certain Private Placement Unit Subscription Agreement, dated as of [●], 2020, between the Company and Nomura, in substantially the form filed as Exhibit 10.[8] to the Registration Statement (the “Underwriter Private Placement Unit Subscription Agreement”), Nomura has agreed with the Company that it will purchase 55,000 private placement units (the “Underwriter Private Placement Units” and, together with the Sponsor Private Placement Units, the “Private Placement Units”), each consisting of one share of Common Stock (the “Underwriter Private Shares” and, together with the Sponsor Private Shares, the “Private Shares”) and one-half of one redeemable warrant (the “Underwriter Private Placement Warrant(s)” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrant(s)”), for $10.00 per Underwriter Private Placement Unit in a private placement closing simultaneously with the closing of the Offering and intended to be exempt from registration under Section 4(a)(2) of the Act. The Underwriter Private Placement Units are substantially similar to the Units, except as described in the Prospectus. The registered holder of the Underwriter Private Placement Units will not sell, transfer, assign, pledge or hypothecate any of the Underwriter Private Placement Units for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Underwriter Private Placement Units will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Underwriter Private Placement Units contain legends to reflect the above FINRA and contractual transfer restrictions.
Appears in 1 contract
Samples: Underwriting Agreement (Lionheart Acquisition Corp. II)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]December 15, 2021 2020 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC Xxxxxxxxxxx & Co. Inc. (“MizuhoXxxxxxxxxxx”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Thayer Ventures Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.375 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,150,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.375 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives (or a single Representative as directed by the Representatives) through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]February 4, 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives (or a single Representative as directed by the Representatives) at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives (or a single Representative as directed by the Representatives), at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, through the facilities of the DTC on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives (or a single Representative as directed by the Representatives) on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)A Representative designated by the Representatives, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Xxxxxxxx & Schole LLP at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (Noble Rock Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule Schedule A hereto, subject to adjustment in accordance with Section 7 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 2,625,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●9:00] [a.m./p.m.]a.m., New York City time, on [●__], 2021 2022 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Representative on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 5 hereof.
(g) Xxxxxx, Xxxxxxxx Wxxxxxx Xxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)L.L.C., individually and not as representatives the representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx 1000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●9:00] [a.m./p.m.]a.m., New York City time, at the Time of PurchasePurchase and any Option Securities Settlement Date. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (First Digital Health Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule Schedule A hereto, subject to adjustment in accordance with Section 7 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●__] [a.m./p.m.]A.M., New York City time, on [●__], 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Representatives on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) Citigroup Global Markets Inc. and Mizuho Securities USA LLC (“Mizuho”)Barclays Capital Inc., individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx 1000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of PurchasePurchase and any Option Securities Settlement Date. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (Jaguar Global Growth Corp I)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section Section 7 hereof, at a purchase price of $9.85 9.90 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.55 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representative upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,300,000 Option Securities, at a purchase price of $9.85 9.90 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement dateOption Securities Settlement Date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.55 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representative upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]December 13, 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000, -0000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)Nomura, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Genesis Growth Tech Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 1,500,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]October 27, 2021 2020 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 1 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxSxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA H.X. Xxxxxxxxxx & Co., LLC (“MizuhoHCW”), each individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Kxxxxxxx & Exxxx LLP at 000 Xxxxx Xxxxxx 600 Xxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Eucrates Biomedical Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine. The Underwriter hereby agrees to reimburse the Company in an aggregate amount equal to $500,000 for expenses incurred by the Company in connection with the Offering, subject to offset by the Company’s obligations hereunder to reimburse the Underwriter for expenses related to the Offering.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. Notwithstanding the foregoing, up to $0.0525 per unit, or up to $787,500 (or $905,625 if the underwriter’s over-allotment option is exercised in full), may be paid, at the Company’s sole discretion, to third parties not participating in this offering (but are Financial Industry Regulatory Authority, or “FINRA”) that assist the Company in consummating the initial business combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement (the “Trustee”) is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. Notwithstanding the foregoing, up to 15% of the Option Deferred Discount may be allocated by the Company in its sole discretion to one or more third parties that are not Underwriters hereunder (but who are brokerage member institutions of FINRA) that assist the Company in identifying and consummating the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement Trustee is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●__________], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o 000 Xxxx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx Xxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)LLC, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx XxxxxxxXxxx Xxxx Xxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken remotely by electronic delivery.
Appears in 1 contract
Samples: Underwriting Agreement (Blue Ocean Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such the Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, Representative upon the Company’s consummation of its initial Business Combination. The Underwriters Underwriter hereby agree agrees that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters Underwriter will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the UnderwritersUnderwriter. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are Underwriter is exercising the option and the applicable settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, Representative upon the Company’s consummation of its initial Business Combination. The Underwriters Underwriter hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters Underwriter will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts account of the UnderwritersUnderwriter. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●·], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereofCompany). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an the “Option Securities Settlement Date”), and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Sidley Austin LLP at 000 Xxxxx Xxxxxx 0000 X Xxxxxx, Xxxxxx-Xxxxx XxxxxX.X., Xxx XxxxxxxXxxxxxxxxx, Xxxxxxxxxx X.X. 00000, at [●] [a.m./p.m.]9:00 A.M., New York City Washington, D.C. time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Integrated Rail & Resources Acquisition Corp)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 4,500,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, IncorporatedXxx Xxxx 00000 and Barclays Capital Inc., 0 Xxxxx 000 Xxxxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an the “Option Securities Settlement Datesettlement date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) Citigroup Global Markets Inc. and Mizuho Securities USA LLC (“Mizuho”)Barclays Capital Inc., individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Datesettlement date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Hennessy Capital Investment Corp. VI)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basisShareholders in accordance with the Investment Management Trust Agreement.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th forty-fifth (45th) day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to Shareholders in accordance with the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business CombinationInvestment Management Trust Agreement.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day (2nd) business day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]November 23, 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof) (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day (2nd) business day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 and c/o Nomura Securities International, Inc., 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, on the date specified by the Representatives (which shall be at least two Business Days (2) business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Nomura Securities USA LLC International, Inc. (“MizuhoNomura”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP Mintz, Levin, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be made by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (ALSP Orchid Acquisition Corp I)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 1,950,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Representatives on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxStifel or Nomura, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), each individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule Schedule A hereto, subject to adjustment in accordance with Section 7 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,750,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]10:00 A.M., New York City time, on [●]September 3, 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Representatives on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Citigroup Global Markets Inc. and Xxxxx and Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)LLC, each individually and not as representatives a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]10:00 A.M., New York City time, at the Time of PurchasePurchase and any Option Securities Settlement Date. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (Concord Acquisition Corp II)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.375 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,600,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.375 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]January 12, 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)Incorporated, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (Tastemaker Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 1,500,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]] , 2021 2020 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 1 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxSxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA H.X. Xxxxxxxxxx & Co., LLC (“MizuhoHCW”), each individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Kxxxxxxx & Exxxx LLP at 000 Xxxxx Xxxxxx 600 Xxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Eucrates Biomedical Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, who agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such the Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Underwriter that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Underwriter’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Underwriter may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Underwriter may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.40 0.375 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, Underwriter upon the Company’s consummation of its initial Business Combination. The Underwriters Underwriter hereby agree agrees that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters Underwriter will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the UnderwritersUnderwriter. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Underwriter to the Company setting forth the number of Option Securities as to which the several Underwriters are Underwriter is exercising the option and the settlement date. The number of Option Securities to be purchased by each the Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters Underwriter as such the Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Underwriter in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.40 0.375 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesUnderwriter, on behalf of the UnderwritersUnderwriter, upon the Company’s consummation of its initial Business Combination. The Underwriters Underwriter hereby agree agrees that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters Underwriter will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Underwriter through the facilities of The Depository Trust Company (“DTC”) for the respective accounts account of the UnderwritersUnderwriter. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]June 25, 2021 (unless another time shall be agreed to by the Representatives Underwriter and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Underwriter at the Time of Purchase in such names and in such denominations as the Representatives Underwriter shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesUnderwriter, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, through the facilities of the DTC on the date specified by the Representatives Underwriter (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Underwriter on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.], New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Coliseum Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such the Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, Representative upon the Company’s consummation of its initial Business Combination. The Underwriters Underwriter hereby agree agrees that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters Underwriter will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to 2,250,000 4,500,000 Option Securities, at a purchase price of $9.85 9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the UnderwritersUnderwriter. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are Underwriter is exercising the option and the applicable settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, Representative upon the Company’s consummation of its initial Business Combination. The Underwriters Underwriter hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters Underwriter will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts account of the UnderwritersUnderwriter. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]_________, 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereofCompany). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 1 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an the “Option Securities Settlement Date”), and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Sidley Austin LLP at 000 Xxxxx Xxxxxx 700 Xxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Integrated Energy Transition Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section Section 7 hereof, at a purchase price of $9.85 [9.90] per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.55 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representative upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.90 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement dateOption Securities Settlement Date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.55 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf Representative upon consummation of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●__], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000, -0000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”)Nomura, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Genesis Growth Tech Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial the Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,750,000 Option Securities, at a purchase price of $9.85 9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial the Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxx Xxxx 00000, -0000 on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such the Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxNomura Securities International, Xxxxxxxx & Company, Incorporated Inc. (“StifelNomura”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000electronically to Sidley Austin LLP, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of PurchasePurchase (or at such other time as the Representative and the Company may agree in writing).
(i) Pursuant to that certain Private Placement Unit Subscription Agreement, dated as of [●], 2021, among the Company and the Underwriters, in substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Underwriter Private Placement Unit Subscription Agreement”), the Underwriters have agreed to purchase an aggregate amount of 250,000 units of the Company (or 287,500 units if the Underwriter’s over-allotment option is exercised in full) (the “Underwriter Private Placement Units” and, together with the Sponsor Private Placement Units, the “Private Placement Units”), each consisting of one share of Common Stock (the “Underwriter Private Shares” and, together with the Sponsor Private Shares, the “Private Shares”) and one-half of one warrant (the “Underwriter Private Placement Warrant(s)” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrant(s)”), for $10.00 per Underwriter Private Placement Unit in a private placement closing simultaneously with the closing of the Offering and intended to be exempt from registration under Section 4(a)(2) of the Act. The Private Placement Units and the Private Placement Warrants are substantially similar to the Units and the Warrants, respectively, except as described in the Prospectus. The registered holders of the Underwriter Private Placement Units will not sell, transfer, assign, pledge or hypothecate any of the Underwriter Private Placement Units for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) and (e)(2) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1) and (e)(2), the Underwriter Private Placement Units will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Underwriter Private Placement Units contain legends to reflect the above FINRA and contractual transfer restrictions.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]August 4, 2021 2020 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Sidley Austin LLP at 000 Xxxxx Xxxxxx Xxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Representative may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesRepresentative, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]] , 2021 2020 (unless another time shall be agreed to by the Representatives Representative and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Representative at the Time of Purchase in such names and in such denominations as the Representatives Representative shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 on the date specified by the Representatives Representative (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Representative on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Sidley Austin LLP at 000 Xxxxx Xxxxxx Xxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.70 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.30 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,915,000 Option Securities, at a purchase price of $9.85 10.00 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.60 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(b) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]March 5, 2021 2019 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(b) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Worldwide Plaza, 000 Xxxx 00xx Xxxxxx, Xxxxxxxx & CompanyXxx Xxxx, Incorporated, Xxx Xxxx 00000-0000 and 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, XX 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an the “Option Securities Settlement Datesettlement date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Nomura and Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Datesettlement date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx-Xxxxx XxxxxXxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx XX 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
(i) The Company hereby confirms its engagement of Stifel as, and Stifel hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 (or any successor rule) adopted by the Financial Industry Regulatory Authority, Inc. (“FINRA”) (“Rule 5121”) with respect to the offer and sale of the Securities. Stifel, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”
Appears in 1 contract
Samples: Underwriting Agreement (Hennessy Capital Acquisition Corp IV)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, who agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such the Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives Underwriter that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ Underwriter’s judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Underwriter may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives Underwriter may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.40 0.375 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, Underwriter upon the Company’s consummation of its initial Business Combination. The Underwriters Underwriter hereby agree agrees that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters Underwriter will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the UnderwritersUnderwriter. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives Underwriter to the Company setting forth the number of Option Securities as to which the several Underwriters are Underwriter is exercising the option and the settlement date. The number of Option Securities to be purchased by each the Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters Underwriter as such the Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives Underwriter in their its absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.40 0.375 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the RepresentativesUnderwriter, on behalf of the UnderwritersUnderwriter, upon the Company’s consummation of its initial Business Combination. The Underwriters Underwriter hereby agree agrees that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters Underwriter will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives Underwriter through the facilities of The Depository Trust Company (“DTC”) for the respective accounts account of the UnderwritersUnderwriter. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●], 2021 (unless another time shall be agreed to by the Representatives Underwriter and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives Underwriter at the Time of Purchase in such names and in such denominations as the Representatives Underwriter shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesUnderwriter, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, through the facilities of the DTC on the date specified by the Representatives Underwriter (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives Underwriter on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at [●] [a.m./p.m.], New York City time, at the Time of Purchase.
Appears in 1 contract
Samples: Underwriting Agreement (Coliseum Acquisition Corp.)
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(b) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on July [●_], 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(b) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o 000 0xx Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx 0xx Xxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx 00000, XX 00000 on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any the Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such the Option Securities (an the “Option Securities Settlement Datesettlement date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxXxxxx, Xxxxxxxx & CompanyXxxxx, Incorporated Inc. (“StifelKBW”) and Mizuho Securities USA Xxxxxx Xxxxxxxx, LLC (“MizuhoDrexel”), individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Datesettlement date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx Ropes & Gray LLP at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx XX 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 1,950,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Stockholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, if the option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, shall be made at [●] [a.m./p.m.]9:00 A.M., New York City time, on [●]January 20, 2021 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Representatives on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 hereof.
(g) XxxxxxStifel or Nomura, Xxxxxxxx & Company, Incorporated (“Stifel”) and Mizuho Securities USA LLC (“Mizuho”), each individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx 0000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of Purchase. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Sale and Delivery of Securities. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule Schedule A hereto, subject to adjustment in accordance with Section 7 7 hereof, at a purchase price of $9.85 9.80 per Unit (the “Underwritten Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representative Representatives may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent as the Representatives may determine.
(b) In addition to the discount from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a1(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Securities purchased hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination; provided, however, that if the amounts in the Trust Account are insufficient to pay the entire Underwritten Deferred Discount amount owed to the Underwriters, then the balance owed to the Underwriters shall be paid from any other funds available to the Company and/or, if the Company is not the surviving company of the initial Business Combination, from other funds available to the surviving company of such initial Business Combination, in each case upon completion of the initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.
(c) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,250,000 3,000,000 Option Securities, at a purchase price of $9.85 9.80 per UnitUnit (the “Option Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares.
(d) The Company hereby agrees to pay to the Underwriters a deferred discount of $0.40 0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, Shareholders (i) the Underwriters will forfeit any rights or claims to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 20% of the Deferred Discount, including the Option Deferred Discount, if any, may be paid at the sole discretion of the Company to Members (as defined below) not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.
(e) Payment of the purchase price for the Securities shall be made to the Company by federal funds Federal Funds wire transfer against delivery of the certificates or security entitlements in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and, and the Option Securities (if the option provided for in Section 1(c1(c) hereof shall have been exercised on or before the second Business Day prior to the Time of Purchase (as defined below), the Option Securities related to such exercise, ) shall be made at [●] [a.m./p.m.]10:00 a.m., New York City time, on [●]February 15, 2021 2022 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 7 hereof). The time at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives shall specify.
(f) If the option provided for in Section 1(c1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Xxxxxx, Xxxxxxxx & Company, Incorporated, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Representatives on the date specified by the Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered pursuant to Section 5 5 hereof.
(g) Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) Citigroup Global Markets Inc. and Mizuho Securities USA LLC (“Mizuho”)Barclays Capital Inc., individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(h) Deliveries of the documents described in Section 5 5 hereof with respect to the purchase of the Securities shall be made at the offices of Xxxx Xxxxxxxx DLA Piper LLP (US) at 000 Xxxxx 1000 Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, at [●] [a.m./p.m.]9:00 A.M., New York City time, at the Time of PurchasePurchase and any Option Securities Settlement Date. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic means.
Appears in 1 contract
Samples: Underwriting Agreement (Jaguar Global Growth Corp I)
