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 Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Partnership, at a the purchase price set forth in Schedule I hereto, the number of $9.800 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to the terms and c...onditions and in reliance upon the representations and warranties herein set forth, the Company Partnership and the Selling Unitholder hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 the number of Option Securities set forth in Schedule I hereto at the same purchase price per Common Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only Securities, less an amount per Option Security equal to cover over-allotments in any distributions declared by the sale of Partnership and payable on the Underwritten Securities by the Underwriters. but not payable on such Option Securities. Said option may be exercised in whole or from time to time in part at any time on or before the 45th 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representatives to the Company Partnership and the Selling Unitholder setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the 17 settlement date. The Underwriters agree with the Partnership and the Selling Unitholder that the purchase and sale of any Option Securities pursuant to the exercise of the Underwriters' option to purchase additional Common Units shall occur in the following order: (i) the first 1,424,281 Option Securities purchased by the Underwriters shall be acquired from the Selling Unitholder and (ii) any remaining Option Securities purchased by the Underwriters shall be acquired from the Partnership. 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 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. Common Units. 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 $3.76 per Unit, share, the amount of the Underwritten Securities set forth opposite such Underwriter's name in on Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the represent...ations 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 6,000,000 375,000 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 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 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 13 3. Delivery and Payment. Delivery of Option and payment for the Underwritten Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on September 28, 2016, or at such time on such later date not more than three Business Days after the foregoing date as the Underwriter shall designate, which date and time may be postponed by agreement between the Underwriter and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to be purchased the Underwriter against payment by the several Underwriters as such Underwriter is purchasing of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities, subject to such adjustments as Securities and the Representatives Option Securities shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct. If the option provided for in their absolute discretion shall make to eliminate any fractional shares. (c) In addition Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the discount from Underwriter, at 599 Lexington Avenue, New York, New York, on the public offering price represented date specified by the Purchase Price set forth in Underwriter (which shall be within three Business Days after exercise of said option) for the first sentence account of Section 2(a) the Underwriter, against payment by the Underwriter of this Agreement, the purchase price thereof to or upon the order of the Company hereby agrees by wire transfer payable in same-day funds to pay an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Underwriter on the settlement date for the 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 Securities, and the funds held under the Trust Agreement are distributed to the holders obligation of the Ordinary Shares included in Underwriter to purchase the Option Securities sold shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date 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. Section 6 hereof. 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 Firm Securities set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to the terms and conditions and in rel...iance 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 the number of Option Securities set forth in Schedule I hereto at the same purchase price per Unit share as the Underwriters 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 Final Prospectus upon written or telegraphic 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 Firm Securities, subject to such adjustments as the Representatives you in their your absolute discretion shall make to eliminate any fractional shares. (c) In addition 15 3. Delivery and Payment. Delivery of and payment for the Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at the 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 Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the discount from Representatives for the public offering price represented respective accounts of the several Underwriters against payment by the Purchase Price set forth in several Underwriters through the first sentence Representatives of Section 2(a) the purchase price thereof to or upon the order of this Agreement, the Company hereby agrees by wire transfer payable in same-day funds to pay an account specified by the Company. Delivery of the Firm Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters a deferred discount through the Representatives of $0.35 per Unit (including both Underwritten the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities and occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the 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 Securities, and the funds held under the Trust Agreement are distributed to the holders obligation of the Ordinary Shares included in Underwriters to purchase the Option Securities sold shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date 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. Section 6 hereof. 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 $48.67 per Unit, share, the amount number of the Underwritten Firm Securities set forth opposite such Underwriter's name in Schedule I II hereto.... (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Selling Stockholders, severally and not jointly, hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 the Option Securities set forth opposite their names as noted in Schedule I hereto at the same purchase price per Unit share as the Underwriters shall pay for the Underwritten Firm Securities. Said option may be exercised only in whole, or from time to cover over-allotments time in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time part, on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives Jefferies LLC to the Company 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. Option Closing Date therefore. 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 Firm 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 Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, 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 terms and conditions and in reliance upon the representations and warran...ties 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 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 setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. 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 you in their your absolute discretion shall make to eliminate any fractional shares. (c) In addition to 15 3. Delivery and Payment. Delivery of and payment for 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 the Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the first Business Combination is consummated within Day (as defined herein) immediately preceding the Closing Date) shall be made at [ 🌑 ] AM, New York City time, on [ 🌑 ], 2020, or at such time period on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Trust Agreement Securities being herein called the "Closing Date"). As used herein, "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the funds held under Option Securities shall be made through the facilities of The Depository Trust Agreement are distributed Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the first Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the holders Representatives, at Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, on the date specified by the Representatives (which shall be within two Business Days after exercise of said option) for the respective accounts of the Ordinary Shares included several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities sold occurs after the Closing Date, the Company will deliver to the Representatives on the Settlement Date for the Option Securities, 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 on the Closing Date 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. Section 6 hereof. 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 purchase price of $9.800 $25.5725 per Unit, share, 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 representation...s 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 2,547,169 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 the sale of the Underwritten Securities any dividends or distributions declared by the Underwriters. Company and payable on a record date that is after the Closing Date and before the Additional Closing Date. 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 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 issued and sold by the Company is 2,547,169. 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 14 3. Delivery and Payment. Delivery of and payment for 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 the Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Combination is consummated within Day immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on April 25, 2017, or at such time period on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Trust Agreement Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase prices of the Securities being issued and sold by the Company to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. Delivery of the Underwritten Securities and the funds held under Option Securities shall be made through the facilities of The Depository Trust Agreement are distributed Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the holders Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) (the "Additional Closing Date") for the respective accounts of the Ordinary Shares included several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of Company by wire transfer payable in same-day funds to the account specified by the Company. If settlement for the Option Securities sold occurs after the Closing Date, the Company will deliver to the Representatives on the Additional Closing 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 on the Closing Date 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. Section 6 hereof. 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 purchase price of $9.800 $81.5074 per Unit, Security, the amount number of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. opposite the name of such Underwriter. (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 1,454,545 Option Securities at the same purchase price per Unit Security 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 30th day after the date of the Final 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. date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). 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 you in their your absolute discretion shall make to eliminate any fractional shares. (c) In addition connection with the sale of the Underwritten Securities on the Closing Date and the Option Securities on each settlement date, if any, the U.S. Treasury Strip Buyer shall deliver to the discount from the public offering price represented by the Purchase Price set forth in the first sentence Custodian, on behalf 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 Equity Units as contemplated in the Securities Purchase Contract Agreement, sufficient U.S. Treasury Strips to constitute the U.S. Treasury Strips Components, as contemplated in the Purchase 14 Contract Agreement, of the Equity Units to be sold pursuant to this Agreement (the "Public Shareholders"), (i) hereunder on the Underwriters will forfeit any rights Closing Date 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. such settlement date, if any. 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 purchase price of $9.800 $6.58 per Unit, share, 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 warrant...ies herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 750,000 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 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 to 17 3. Delivery and Payment. Delivery of and payment for 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 the Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Combination is consummated within Day immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on March 25, 2019, or at such time period on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Trust Agreement Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the funds held under Option Securities shall be made through the facilities of The Depository Trust Agreement are distributed Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the holders Representatives, at Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue, Suite 2800 Milwaukee, Wisconsin 53202, Attention: General Counsel and Raymond James & Associates, Inc. 880 Carillon Parkway, St. Petersburg, Florida 33716 Attn: Tom Donegan, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the Ordinary Shares included several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities sold occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, 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 on the Closing Date 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. Section 6 hereof. 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 of $9.800 $16.1204 per Unit, share, the amount number 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 representatio...ns and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, an aggregate of up to 6,000,000 615,000 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 Final Prospectus upon written or telegraphic 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 total number of 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 14 3. Delivery and Payment. Delivery of and payment for 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 the Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Combination is consummated within Day immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on July 15, 2019, or at such time period on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Trust Agreement Securities being herein called the "Closing Date"). As used herein, "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the funds held under Option Securities shall be made through the facilities of The Depository Trust Agreement are distributed Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the holders Representatives, c/o Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the Ordinary Shares included several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities sold occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, 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 on the Closing Date 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. Section 6 hereof. 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 purchase price of $9.800 $21.62 per Unit, share, 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 warran...ties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 450,000 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 notice by the Representatives to the Company 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 to 15 3. Delivery and Payment. Delivery of and payment for 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 the Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Securities (if the option provided for in Section ‎2(b) hereof shall have been exercised on or before the Business Combination is consummated within Day immediately preceding the Closing Date) shall be made at 10:00 a.m., New York City time, on February 17, 2021, or at such time period on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section ‎9 hereof (such date and time of delivery and payment for the Trust Agreement Securities being herein called the "Closing Date"). As used herein, "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the funds held under Option Securities shall be made through the facilities of The Depository Trust Agreement are distributed Company unless the Representatives shall otherwise instruct. If the option provided for in Section ‎2(b) hereof is exercised after the Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the holders Representatives, at 200 West Street, New York, New York 10282, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the Ordinary Shares included several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities sold occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, 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 on the Closing Date 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. Section ‎6 hereof. View More
