Deferred Underwriting Commission definition
Examples of Deferred Underwriting Commission in a sentence
For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.
Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified Event.
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 itself and the Underwriters.
For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities purchased by such Underwriter on the Closing Date or any Option Closing Date, and the Underwriters shall be entitled to their portion of the Deferred Underwriting Commission, without any further conditions, except as otherwise described herein.
Any and all Expenses incurred by Purchaser (which, for purpose of this Section 8.2 shall include, without limitation, the Extension Fee payable by Purchaser pursuant to Section 1.4 and any unpaid fees in connection with the IPO other than the Deferred Underwriting Commission) and the Sponsor Loan, if any, shall have been paid off on or prior to the Closing, as evidenced by the documents reasonably requested by the Company.
The Deferred Underwriting Commission will be deposited and held in the Trust Account and shall be payable directly from the Trust Account, without accrued interest, to the Representative for their own account and the account of the Underwriters upon the occurrence of the Specified Event.
The Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.
The funds deposited in the Trust Account shall include an aggregate of $10,000,000 (or $0.40 per Firm Unit), which amount shall be payable to the Representative as Deferred Underwriting Commission in accordance with Section 1.3 hereof.
The Company agrees that, so long as the Company is listed on a national securities exchange, the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding the Deferred Underwriting Commission and taxes payable on the income earned on the funds in the Trust Account).
The Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be based on and paid out of funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders.