Underwriter Compensation. In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Public Securities purchased) of the following compensation with respect to the Public Securities which they are offering:
(a) the Company shall pay, in cash, to the Underwriters or their respective designees an underwriting discount equal to 3.5% of the aggregate gross proceeds of the Firm Units on the Closing Date and 3.5% of the aggregate gross proceeds of the Option Units on the Option Closing Date;
(b) The Underwriters agree that 2% of the gross proceeds from the sale of the Firm Units ($1,000,000) and 2% of the gross proceeds from the sale of the Option Units (up to $1,150,000 in aggregate if the Over-Allotment Option is exercised in full) (the “Deferred Underwriting Commission”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Business Combination. The Deferred Underwriting Commission is due and payable, and the Representative’s Shares is issuable, only to the Representative and /or its designee.
Underwriter Compensation. In consideration of the services to be provided for hereunder, the Company shall pay to the Representative or its designees an underwriting compensation equal to six percent (6%) of the gross proceeds of the Offering and the Over-Allotment Option as follows:
(a) the Company shall pay, in cash, to the Representative or its designees an underwriting discount equal to 2.0% of the aggregate gross proceeds of the Firm Units on the Closing Date and 2.0% of the aggregate gross proceeds of the Option Units on the Option Closing Date (the “Upfront Underwriting Commission”);
(b) The Underwriters agree that 4.0% of the gross proceeds from the sale of the Firm Units ($2,000,000) and 4.0% of the gross proceeds from the sale of the Option Units (up to $2,300,000 in aggregate if the Over-Allotment Option is exercised in full) (the “Deferred Underwriting Commission”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon closing of the Business Combination. The Deferred Underwriting Commission is due and payable only to the Representative and /or its designee. For avoidance of doubt, the Deferred Underwriting Commission will be calculated on the basis of and paid out of funds available in the Trust Account after payments made out of Trust Account to honor redemption rights of the Public Shareholders. In the event that the Company is unable to consummate a Business Combination and Odyssey, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, Representative on behalf of itself and the Underwriters agrees that: (i) it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be calculated on the basis of and paid out of funds available in the Tr...
Underwriter Compensation. In consideration of the services to be provided for hereunder, the Company shall pay to the Representative or its designees an underwriting compensation equal to three and one half percent (3.5%) of the gross proceeds of the Offering and the Over-Allotment Option, including:
(a) the Company shall pay, in cash, to the Representative or its designees an underwriting discount equal to 1.5% of the aggregate gross proceeds of the Firm Units on the Closing Date and 1.5% of the aggregate gross proceeds of the Option Units on the Option Closing Date (the “Upfront Underwriting Commission”);
(b) the Company shall issue such number of Representative’s Shares as described in Section 1.3 calculated at $10.00 per share equal to 1.0% of the aggregate gross proceeds of the Firm Units on the Closing Date and 1.0% of the aggregate gross proceeds of the Option Units on the Option Closing Date;
(c) The Underwriters agree that 1.0% of the gross proceeds from the sale of the Firm Units ($600,000) and 1.0% of the gross proceeds from the sale of the Option Units (up to $690,000 in aggregate if the Over-Allotment Option is exercised in full) (the “Deferred Underwriting Commission”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Business Combination. The Deferred Underwriting Commission is due and payable, and the Representative’s Shares is issuable, only to the Representative and /or its designee.
Underwriter Compensation. (i) The Company agrees to pay to you a sales commission of 5.95% of the sales price (or $.595) for each Share sold, as set forth in the Prospectus under the caption "Plan of Distribution," subject to the limitation described below, all or any part of which may be reallowed by you, subject to federal and state securities laws, to the Soliciting Dealers who sell the Shares as described more fully in the Soliciting Dealers Agreement. As Underwriter, American will also receive a non-accountable expense allowance of up to $133,000, of which $30,000 shall be payable upon the sale of the first 100,000 Shares ($1,000,000), and the balance ($103,000) of which shall be payable ratably thereafter at the rate of $7,357.14 per 100,000 Shares sold after the first 100,000 Shares. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber's Subscription Agreement.
(ii) The sales commissions to you shall be paid not less frequent than weekly basis, based upon the acceptance of a subscriber as a Stockholder by the Company since the last date of such payment to you, in an amount equal to the sales commissions payable with respect to such Shares.
Underwriter Compensation. (i) The Company agrees to pay to you a sales commission of 5.95% of the sales price (or $.595) for each Share sold, as set forth in the Prospectus under the caption "Plan of Distribution," subject to the limitation described below, all or any part of which may be reallowed by the Managing or Co-Underwriter, as the case may be, subject to federal and state securities laws, to the Soliciting Dealers who sell the Shares as described more fully in the Soliciting Dealers Agreement. As Managing Underwriter, American will also receive a non-accountable expense allowance of up to $133,000, of which $35,000 shall be payable upon the sale of the first 100,000 Shares ($1,000,000), and the balance ($98,000) of which shall be payable ratably thereafter at the rate of $7,000 per 100,000 Shares sold after the first 100,000 Shares. We understand that American has agreed to reallow to LaSalle a portion of such non-accountable expense allowance pursuant to that certain Agreement Between Underwriters, to which we are not a party. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber's Subscription Agreement.
(ii) The sales commissions to you shall be paid not less frequent than weekly basis, based upon the acceptance of a subscriber as a Stockholder by the Company since the last date of such payment to you, in an amount equal to the sales commissions payable with respect to such Shares.
Underwriter Compensation. In connection with any registration made pursuant to Section 7.1 or 7.2 hereof, the Registered Holders of Warrant Shares agree as follows:
(i) any public sale of Registrable Securities included in such registration statement shall be effected through the underwriter, if any, for such registration and (ii) Sellers shall compensate the underwriter in accordance with the underwriter's customary compensation practices for such transactions.
