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 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 Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject In addition, the Compan...y agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, shall have the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 from the Company the Option Securities Shares at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may set forth on Schedule II hereto. If any Option Shares are to 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 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 I hereto (or such number increased as set forth in Section 8 hereof) bears to be the aggregate number of Firm Shares being purchased from the Company by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject Underwriters, subject, however, to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition Shares as the Representative in their sole discretion shall make. 8 The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part (but in no event shall the Underwriters exercise such option more than twice), on or before the thirtieth day following the date of the Final Prospectus, by written notice from the Representative to the discount from Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or 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 8 hereof). Any such notice shall be given at least five business days prior to the date and time of delivery specified therein. The Company understands that the Underwriters intend to make a public offering price represented by of the Purchase Price 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 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 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 Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject 8 In addition, the Comp...any agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, shall have the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 from the Company the Option Securities Shares at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may set forth on Schedule II hereto. If any Option Shares are to 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 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 I hereto (or such number increased as set forth in Section 8 hereof) bears to be the aggregate number of Firm Shares being purchased from the Company by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject Underwriters, subject, however, to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition Shares as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part (but in no event shall the Underwriters exercise such option more than twice), on or before the thirtieth day following the date of the Final Prospectus, by written notice from the Representative to the discount from Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or 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 8 hereof). Any such notice shall be given at least five business days prior to the date and time of delivery specified therein. The Company understands that the Underwriters intend to make a public offering price represented by of the Purchase Price 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 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 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 Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject In addition, the Compan...y agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, shall have the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 from the Company the Option Securities Shares at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may set forth on Schedule II hereto. If any Option Shares are to 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 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 I hereto (or such number increased as set forth in Section 8 hereof) bears to be the aggregate number of Firm Shares being purchased from the Company by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject Underwriters, subject, however, to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition Shares as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part (but in no event shall the Underwriters exercise such option more than twice), on or before the thirtieth day following the date of the Final Prospectus, by written notice from the Representative to the discount from Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or 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 8 hereof). Any such notice shall be given at least five business days prior to the date and time of delivery specified therein. The Company understands that the Underwriters intend to make a public offering price represented by of the Purchase Price 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 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 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 $21.669375 per Unit, share, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I II hereto. 13 (b) ...Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 487,500 Option Securities at the same purchase price per Unit share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only Securities, less an amount per share equal to cover over-allotments in any dividends or distributions declared by the sale of Company and payable on the Underwritten Securities by but not payable on the Underwriters. Option Securities. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Final Prospectus upon written written, electronic or telegraphic notice by the Representatives to the Company such Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The maximum number of Option Securities to be sold by the Selling Stockholders is 487,500. The maximum number of Option Securities which each Selling Stockholder agrees to sell is set forth in Schedule I hereto. In the event that the several Underwriters exercise less than their full option to purchase Option Securities, the number of Option Securities to be sold by each Selling Stockholder listed on Schedule I shall be as nearly as practicable, in the same proportion as the maximum number of Option Securities to be sold by each Selling Stockholder bears to the aggregate number of Option Securities to be sold. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares 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 you in their your 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 $22.407 per Unit, share, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I II hereto. 13 (b) Sub...ject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 487,500 Option Securities at the same purchase price per Unit share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only Securities, less an amount per share equal to cover over-allotments in any dividends or distributions declared by the sale of Company and payable on the Underwritten Securities by but not payable on the Underwriters. Option Securities. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Final Prospectus upon written written, electronic or telegraphic notice by the Representatives to the Company such Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The maximum number of Option Securities to be sold by the Selling Stockholders is 487,500. The maximum number of Option Securities which each Selling Stockholder agrees to sell is set forth in Schedule I hereto. In the event that the several Underwriters exercise less than their full option to purchase Option Securities, the number of Option Securities to be sold by each Selling Stockholder listed on Schedule I shall be as nearly as practicable, in the same proportion as the maximum number of Option Securities to be sold by each Selling Stockholder bears to the aggregate number of Option Securities to be sold. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares 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 you in their your 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 the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $9.800 $3.5156 per Unit, share, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. 3,743,316 Firm Securities. 16 (b) Subject to the terms and conditions and i...n 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 6,000,000 561,497 Option Securities at the same purchase price per Unit share as the Underwriters Underwriter shall pay for the Underwritten Securities. Said option may be exercised only Firm Securities, less an amount per share equal to cover over-allotments in the sale of the Underwritten Securities any dividends or distributions declared by the Underwriters. Company and payable on the Firm Securities but not payable on the Option Securities. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives Underwriter to the Company setting forth the number of shares of the 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 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) (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 $[·] per Unit, share, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subje...ct to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Selling Stockholders hereby grants grant 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 share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only Securities, less an amount per share equal to cover over-allotments in any dividends or distributions declared by the sale of Company and payable on the Underwritten Securities by but not payable on the Underwriters. Option Securities. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives to the Company such Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The maximum number of Option Securities to be sold by the Selling Stockholders is [·]. The maximum number of Option Securities which each Selling Stockholder agrees to sell is set forth in Schedule I hereto. In the event that the Underwriters exercise less than their full option to purchase Option Securities, the number of Option Securities to be sold by each Selling Stockholder listed on Schedule I shall be as nearly as practicable, in the same proportion as the maximum number of Option Securities to be sold by each Selling Stockholder bears to the aggregate number of Option Securities to be sold. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares 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 you in their your 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 the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees 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 the 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
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees and the Selling Stockholder agree to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company and the Selling Stockholder, at a purchase price of $9.800 $[•] per Unit, share, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject to the ter...ms and conditions and in reliance upon the representations and warranties herein set forth, the Company Selling Stockholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 [1,985,400] Option Securities at the same purchase price per Unit share as the Underwriters shall pay for the Underwritten Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option 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 30th day after the date of the Prospectus upon written written, electronic or telegraphic notice by the Representatives to the Company and such Selling Stockholder setting forth the number of shares of the 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 shares 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 you in their your absolute discretion shall make to eliminate any fractional shares. (c) In addition 12 The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the discount several Underwriters of the Securities to be purchased by them from the public offering price represented by Selling Stockholder and the Purchase Price set forth respective Underwriters will pay any additional stock transfer taxes involved in further transfers. The Company and the first sentence Selling Stockholder hereby confirm their engagement of Section 2(a) of this Agreement, Citigroup Global Markets Inc. as, and Citigroup Global Markets Inc. hereby confirms its agreement with the Company hereby agrees and the Selling Stockholder to pay render services as, a "qualified independent underwriter" within the meaning of Rule 5121 ("Rule 5121") of FINRA with respect to the Underwriters a deferred discount offering and sale of $0.35 per Unit (including both Underwritten Securities the Securities. Citigroup Global Markets Inc., in its capacity as qualified independent underwriter and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination not otherwise, is consummated within referred to herein as the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed "Independent Underwriter." No compensation will be paid 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. Independent Underwriter for its services as such. 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 $[●] per Unit, share, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject t...o the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company applicable Selling Stockholders named in Schedule I hereto hereby grants grant 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 share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only Securities, less an amount per share equal to cover over-allotments in any dividends or distributions declared by the sale of Company and payable on the Underwritten Securities by but not payable on the Underwriters. Option Securities. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus upon written or electronic notice by the Representatives to the Company and such Selling Stockholders setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. The maximum number of Option Securities to be sold by the Selling Stockholders is [●]. The maximum number of Option Securities which each Selling Stockholder agrees to sell is set forth in Schedule I hereto. In the event that the Underwriters exercise less than their full option to purchase Option Securities, the number of Option Securities to be sold by the each Selling Stockholder listed on Schedule I shall be, as nearly as practicable, in the same proportion as the maximum number of Option Securities to be sold by each Selling Stockholder and the number of Option Securities to be sold. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares 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 you in their your 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
