Purchase and Sale Clause Example with 537 Variations from Business Contracts
This page contains Purchase and Sale clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein se...t forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. 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. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Variations of a "Purchase and Sale" Clause from Business Contracts
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Issuer agrees to sell to each Underwriter, Underwriter (i) the Firm Shares and (ii) the Firm Warrants, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the respective number of $9.800 per Unit, the amount of the Underwritten Securities Firm Shares and Firm Warrants set forth opposite such Underwriter's name ...in Schedule I hereto. The purchase price per Firm Share, and the accompanying one-half Firm Warrant, to be paid by the several Underwriters to the Company shall be $2.25; and (b) 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, (i) up to 6,000,000 2,700,000 Option Securities Shares at the same a purchase price per Unit as share of $2.123 per Option Share and/or (ii) Option Warrants to purchase up to an aggregate of 1,350,000 shares of Common Stock from the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale Company at a purchase price of the Underwritten Securities by the Underwriters. Said $0.127 per Option Warrant. Such option may be exercised in whole or in part (but in no event shall there be more than two Settlement Dates unless otherwise agreed to by the parties) at any time on or before the 45th 30th day after the date of the Prospectus this Agreement upon written or telegraphic notice by the Representatives Underwriters to the Company setting forth the number of shares of the Option Securities Shares and/or Option Warrants as to which the several Underwriters are exercising the option and the settlement date. Settlement Date. The number of Option Securities Shares and/or Option Warrants to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities Shares and/or Option Warrants to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, Firm Shares and Firm Warrants, subject to such adjustments as the Representatives Company in their its absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees Selling Stockholders agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Selling Stockholders, at a purchase price of $9.800 $21.80 per Unit, share, the amount of the Underwritten Firm Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subje...ct hereto (such Firm Securities to be sold by the Selling Stockholder as set forth on Schedule II hereto). 12 3. Delivery and Payment. Delivery of and payment for the Firm Securities shall be made at 9:30 AM, New York City time, on November 30, 2018, or at such time on such later date not more than three Business Days after the foregoing date as the Underwriters shall designate, which date and time may be postponed by agreement between the Underwriters and the Company and the Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Firm Securities being herein called the "First Closing Date"). Delivery of the Firm Securities shall be made to the terms and conditions and in reliance upon Representative for the representations and warranties herein set forth, the Company hereby grants an option to respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the respective aggregate purchase prices of the Firm Securities being sold by each of the Selling Stockholders to purchase, or upon the order of the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Selling Stockholders. Delivery of the Securities shall be made through the facilities of DTC unless the Representative shall otherwise instruct. In addition, upon written notice from the Representative given to the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities, provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. Each Stockholder agrees, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as sell to the Underwriters shall pay for the Underwritten Securities. 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 shares of shares of Optional Securities as to specified in such notice multiplied by a fraction, the numerator of which is the several Underwriters are exercising the option number of Optional Securities set forth opposite such Selling Stockholder named on Schedule II hereto and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of denominator is the total number of the Option Optional Securities to be purchased by the several Underwriters set forth on Schedule II hereto (in each case rounded as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make agreed, to eliminate any fractional shares. (c) In addition shares), and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the discount from the public offering price represented total number of shares of Firm Securities (subject to adjustment by the Purchase Price set forth Representative to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representative but shall be not earlier than two full business days (except in the first sentence case of Section 2(a) the Optional Securities being delivered on the First Closing Date) or later than five full business days after written notice of this Agreement, 13 election to purchase Optional Securities is given. The Selling Stockholder will deliver the Company hereby agrees Optional Securities being purchased on each Optional Closing Date to pay or as instructed by the Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Underwriters Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed bank acceptable to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. Representative. View More
Purchase and Sale. (a) Subject to the terms terms, conditions, representations, warranties and conditions and in reliance upon the representations and warranties herein agreements set forth, forth herein, the Company agrees to issue and sell the Firm Shares to each Underwriter, the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the respective number of $9.800 per Unit, the amount of the Underwritt...en Securities Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. 1 hereto at a price of $36.9075 per share (the "Purchase Price"). (b) Subject In addition, subject to the terms terms, conditions, representations, warranties and conditions and in reliance upon agreements set forth herein, if the representations and warranties herein set forth, Underwriters exercise the option to purchase any Option Shares pursuant to Section 2(d), the Company hereby grants an option agrees to issue and sell such Option Shares to the several Underwriters to purchase, as provided in this Agreement, and the Underwriters agree, severally and not jointly, up to 6,000,000 purchase from the Company such Option Securities Shares at the same purchase price Purchase Price in accordance with Section 2(c) (less an amount per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only share equal to cover over-allotments in the sale of the Underwritten Securities any dividends or distributions declared by the Underwriters. Said option may Company and payable on the Firm Shares but not payable on the Option Shares). (c) If any Option Shares are to 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 purchased, the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Shares to be purchased by each Underwriter shall be based upon the number of Option Shares which bears the same percentage of ratio to the total aggregate number of Option Shares being purchased as the Option Securities number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to be the aggregate number of Firm Shares being purchased 13 from the Company by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their absolute sole discretion shall make make. (d) The Underwriters may exercise the option to eliminate purchase the Option Shares at any fractional shares. (c) In addition time in whole, or from time to time in part, on or before the discount from thirtieth (30th) day following the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) date of this Agreement, by written notice from the Company hereby agrees to pay Representatives to the Underwriters a deferred discount Company. Such notice shall set forth the aggregate number of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination Shares as to which the option is consummated within the time period provided in the Trust Agreement being exercised and the funds held under date and time when the Trust Agreement Option Shares are distributed to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date (as defined below) nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the holders date and time of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. delivery specified therein. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, the several Underwriters as provided in this Agreement, and each Underwriter -8- agrees, severally and not jointly, to purchase from the Company, at a the purchase price of $9.800 per Unit, listed opposite "Price to Underwriters" in Schedule II hereto, the respective principal amount of the Underwritten Securities set forth opposite the... name of such Underwriter's name Underwriter in Schedule I hereto. (b) 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 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. 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. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, 10 and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of $9.800 per Unit, set forth in Schedule I hereto the principal amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to the terms and conditions and in relianc...e 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 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. 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. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees Issuers agree to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Issuers, at a the purchase price of $9.800 per Unit, set forth in Schedule I hereto the principal amount of the Underwritten Securities of each series set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to 12 3.... Delivery and Payment. Delivery of and payment for the terms Securities shall be made on the date 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 6,000,000 Option Securities at the same purchase price per Unit time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Underwriters shall pay designate, which date and time may be postponed by agreement between the Underwriters and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Underwritten Securities. Said option may be exercised only to cover over-allotments in Securities being herein called the sale "Closing Date"). Delivery of the Underwritten Securities by the Underwriters. Said option may shall 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 made to the Company setting forth Underwriters for the number respective accounts 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 against payment by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject purchase price thereof to such adjustments as or upon the Representatives order of the Company by wire transfer payable in their absolute discretion shall make same-day funds to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented an account specified by the Purchase Price set forth in Company. Delivery of the first sentence Securities shall be made through the facilities of Section 2(a) of this Agreement, the The Depository Trust Company hereby agrees to pay to unless the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. shall otherwise instruct. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price set forth in Schedule II hereto, the number of $9.800 per Unit, the amount of the Underwritten Securities Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject The Company understands that... the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Shares on 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 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. 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. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Final Prospectus. The Company hereby acknowledges and agrees to pay to that the Underwriters a deferred discount may offer and sell Shares to or through any affiliate of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. an Underwriter. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the 13 Company, at a the purchase price of $9.800 per Unit, set forth in Schedule I hereto, the principal amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to the terms and conditions and in relian...ce 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 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. 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. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees Selling Stockholders agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Selling Stockholders, at a purchase price of $9.800 $27.93375 per Unit, share, the amount of the Underwritten Firm Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Su...bject hereto (such Firm Securities to be sold by the Selling Stockholder as set forth on Schedule II hereto). 12 3. Delivery and Payment. Delivery of and payment for the Firm Securities shall be made at 9:30 AM, New York City time, on September 25, 2018, or at such time on such later date not more than three Business Days after the foregoing date as the Underwriters shall designate, which date and time may be postponed by agreement between the Underwriters and the Company and the Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Firm Securities being herein called the "First Closing Date"). Delivery of the Firm Securities shall be made to the terms and conditions and in reliance upon Representatives for the representations and warranties herein set forth, the Company hereby grants an option to respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Firm Securities being sold by each of the Selling Stockholders to purchase, or upon the order of the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the Selling Stockholders. Delivery of the Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities. Each Stockholder agrees, severally and not jointly, up to 6,000,000 Option sell to the Underwriters the number of shares of shares of Optional Securities at specified in such notice multiplied by a fraction, the numerator of which is the number of Optional Securities set forth opposite such Selling Stockholder named on Schedule II hereto and the denominator is the total number of Optional Securities set forth on Schedule II hereto (in each case rounded as agreed, to eliminate any fractional shares), and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same purchase price per Unit proportion as the Underwriters number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall pay for be sold or delivered unless the Underwritten Securities. Said option Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised only from time to cover over-allotments in time and to the sale of the Underwritten Securities by the Underwriters. Said option extent not previously exercised may be exercised in whole or in part surrendered and terminated 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 Selling Stockholders. Each time for the number delivery of Option and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not earlier than two full business days or later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to which the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives. 13 4. Offering by Underwriters. It is understood that the several Underwriters are exercising propose to offer 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. (c) In addition for sale to the discount from the public offering price represented by the Purchase Price as set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. Prospectus. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price set forth in Schedule I hereto, the number of $9.800 per Unit, the amount of the Underwritten Securities Depositary Shares set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to the terms and conditio...ns 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 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. 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. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
